definiens: means, with respect to a Product, the gross invoice price of all units of such Products sold by [COMPANY], itsAffiliates and/or their 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, * * * Confidential Treatment Requestedand ( f ) a reasonable reserve for bad debts . under the following circumstances will mean the fair market value ofsuch Product : ( i ) Products which are used by [COMPANY], its Affiliates or sublicensees for any commercial purpose without chargeor provision of invoice, ( ii ) Products which are sold or disposed of in whole or in part for non cash consideration, or(iii ) Products which are provided to a Third Party by [COMPANY], its Affiliates or sublicensees without charge or provision ofinvoice and used by such Third Party except in the cases of Products used to conduct clinical trials, reasonable amounts ofProducts used as marketing samples and Product provided without charge for compassionate or similar uses