definiens: means the gross amount invoiced for sale or other commercial disposition of a Cell Therapy Product ( orany Cells sold for use in the Therapeutic Field ) by [COMPANY] or [COMPANY] or any of their Affiliates or their respective direct orindirect licensees, sublicensees or subcontractors, to a Third Party ( including, without limitation, sales to distributors ), in bonafide, arm’s - length transactions, after deduction of the following items ( to the extent actually incurred and to the extent notalready deducted in the amount invoiced ): ( a ) all trade, quantity and cash discounts, wholesaler - charge backs or rebates ( including, but not limited to, rebates togovernmental agencies, managed care organizations, health management organizations, pharmacy benefit managers andgroup purchasing organizations ) actually allowed ; ( b ) all credits or allowances actually granted for rejection or return of a previously sold Cell Therapy Product ( or Cellssold for use in the Therapeutic Field ) ; ( c ) excise, sales and other consumption taxes and customs duties ; ( d ) retroactive price reductions including, but not limited to, those imposed by governmental agencies ; and ( e ) any charge for freight or insurance if separately stated on the same invoice as for the sale of the Cell TherapyProduct ( or Cells sold for use in the Therapeutic Field ) and directly related to the sale or distribution of the Cell TherapyProduct ( or Cells sold for use in the Therapeutic Field);all in accordance with standard allocation procedures, allowance methodologies and accounting methods consistentlyapplied, which procedures and methodologies shall be in accordance with generally accepted accounting principles ( ) . A of a Cell Therapy Product ( or Cells sold for use in the Therapeutic Field ) is deemed to occur upon theinvoicing, or if no invoice is issued, upon the earlier of shipment or transfer of title in the Cell Therapy Product ( or theCells ) to the Third Party . Sales between or among a Party, on the one hand, and its Affiliates, licensees or sublicensees, onthe other- 6 -Table of Contentshand, shall not be used to calculate unless the purchasing Affiliate, licensee or sublicensee is an end - user . for purposes of this Strategic Alliance Agreement includes all such sales by assignees or other successors to eitherParty ’s rights under this Strategic Alliance Agreement . If a Cell Therapy Product ( or the Cells ) is sold as part of a largerbundle or kit that incorporates or includes other products in addition to the Cell Therapy Product ( or the Cells ), Net Saleswill be computed using an average net selling price of the Cell Therapy Product ( or the Cells ) sold separately or, if suchaverage net selling price is unavailable, it will include only that part of such sale reasonably allocated by the JSC to thevalue of the Cell Therapy Product ( or the Cells ) as compared to the value of the larger bundle or kit sold without the CellTherapy Product ( or the Cells )