definiens: means the gross amount invoiced by or on behalf of the Commercialization Party or its Affiliates ( but not Third Partysublicensees ) for sales of a CD38 Product to any Third Party in an arm ’s length transaction during the Term, less the following deductionsspecifically related to the CD38 Product for:(a ) customary trade, cash or quantity discounts or rebates paid or to be paid or granted, to the extent not already reflected inthe amount invoiced;(b ) taxes ( including, VAT, excise, consumption, sales and similar taxes and customs duties ) to the extent incurred or to beincurred, paid or to be paid or collected or to be collected and remitted or to be remitted to the relevant tax authority ( but specificallyexcluding, for clarity, any income taxes assessed against the income arising from such sale);(c ) amounts paid or to be paid or granted or to be granted on rejections, outdating, recalls or returns and the actual amount ofany write - offs for bad debt ( provided that any amount subsequently recovered will be as added back as Net Sales);(d ) compulsory payments and rebates related to the sale of the CD38 Product paid to a governmental authority pursuant togovernmental regulations by reason of any national or local health insurance program or similar program ; and(e ) freight expense and insurance, to the extent it is not charged to or reimbursed by the customer