definiens: means, with respect to any Product, the gross amounts invoiced byAllogene, its Affiliates and Sublicensees ( each, a ) to Third Party customers in anarm ’s length transaction for sales of such Product, less the following deductions actuallyincurred, allowed, taken, paid, accrued or allocated in its financial statements in accordance withGAAP ( as applicable to the Selling Party ), for:(a)discounts ( including trade, quantity and cash discounts ) actually allowed, cash and non - cash coupons, retroactive price reductions, and charge - back payments andrebates granted to any Third Party ( including to Governmental Authorities, purchasers, reimbursers, customers, distributors, wholesalers, and group purchasing and managed careorganizations or entities ( and other similar entities and institutions));(b)credits or allowances, if any, on account of price adjustments, recalls, claims, damaged goods, rejections or returns of items previously sold ( including Product returned inconnection with recalls or withdrawals ) and amounts written off by reason of uncollectible debt;provided, that if the debt is thereafter paid, the corresponding amount shall be added to the NetSales of the period during which it is paid;(c)rebates ( or their equivalent ), administrative fees, chargebacks andretroactive price adjustments and any other similar allowances granted by a Selling Party(including to Governmental Authorities, purchasers, reimbursers, customers, distributors,7wholesalers, and group purchasing and managed care organizations and entities ( and otherequivalent entities and institutions ) ) which effectively reduce the selling price or gross sales ofthe Product, as well as costs of distribution and wholesale;(d)insurance, customs charges, freight, postage, shipping, handling, and othertransportation costs incurred by a Selling Party in shipping Product to a Third Party ; and(e)import taxes, export taxes, excise taxes, sales tax, value - added taxes, consumption taxes, duties or other taxes levied on, absorbed, determined and/or imposed withrespect to such sales ( excluding income or net profit taxes or franchise taxes of any kind )