definiens: means the gross amounts invoiced by Buyer, its Af filiates, and any of its or their licensees or collaborators ( each, a ) for the sale, transfer or other distribution of XOMA Derived Products to Third Parties, less the following deduc tions to the extent reasonable and customary and ac tually incurred, allowed, paid, accrued or specifically al located in its financial statements, for : ( a)discounts ( including trade, quantity and cash di scounts ), cash and non - cash coupons, retroactive price reductions, and charge - back payme nts and rebates granted to any Third Party ( includi ng to governmental entities or agencies, purchasers, reim bursers, customers, distributors, wholesalers, and group purchasing and managed care organizations or entiti es ( and other similar entities and institutions ) ) ; C-2 ( b)credits or allowances, if any, on account of pri ce adjustments, recalls, claims, damaged goods, rejections or returns of items previously so ld ( including Product returned in connection with r ecalls or withdrawals ) and amounts written off by reason of u ncollectible debt, provided that if the debt is the reafter paid, the corresponding amount shall be added to the Net Sales of the period during which it is paid ; and ( c)rebates ( or their equivalent ), administrative fe es, chargebacks and retroactive price adjustments and any other similar allowances grante d by a Selling Party ( including to governmental aut horities, purchasers, reimburses, customers, distributors, wh olesalers, and managed care organizations and entit ies ( and other similar entities and institutions ) ) which eff ectively reduce the selling price or gross sales of the Product