definiens: means, with respect to a Royalty - Bearing Product, the gross invoice price of all units of such Royalty - Bearing Products sold bythe relevant Commercializing Party, its Affiliates and/or their direct Sublicensees to any Third Party, less the following items : ( a ) trade discounts, credits or allowances, ( b ) credits or allowances additionally granted upon returns, rejections or recalls, ( c ) freight, shipping and insurance charges,(d ) taxes, duties or other governmental tariffs ( other than income taxes ), ( e ) government - mandated rebates, and ( f ) a reasonable reserve for baddebts . under the following circumstances will mean the fair market value of such Royalty - Bearing Product : ( i ) Royalty - Bearing Productswhich are used by such Commercializing Party, its Affiliates or direct Sublicensees for any commercial purpose without charge or provision ofinvoice, ( ii ) Royalty - Bearing Products which are sold or disposed of in whole or in part for non cash consideration, or ( iii ) Royalty - Bearing Productswhich are provided to a Third Party by such Commercializing Party, its Affiliates or direct Sublicensees6 without charge or provision of invoice and used by such Third Party except in the cases of Royalty - Bearing Products used to conduct clinical trials, reasonable amounts of Royalty - Bearing Products used as marketing samples and Royalty - Bearing Product provided without charge forcompassionate or similar uses