definiens: means the gross amount billed or invoiced by or on behalf of Juno, its Affiliates, Sublicensees and any Affiliates of such Sublicensees ( in each case, the ) or if not billed or invoicedthe gross amount received by the Invoicing Entity, on sales, leases, uses or other transfers of Licensed Products, less the following to the extent applicable with respect to such sales, leases or other transfers and not previouslydeducted from the gross invoice price : ( a ) customary trade, quantity or cash discounts to the extent actually allowedand taken ; ( b ) amounts actually repaid or credited by reason of rejection, return or recall of any previously sold, leasedor otherwise transferred Licensed Products ; ( c ) rebates granted or given ; ( d ) allowances for non - collectiblereceivables ; ( e ) customer freight charges that are paid by or on behalf of the Invoicing Entity ; and ( f ) to the extent [ * * ], any sales, value added or similar taxes, custom duties or other similar governmental charges levied directly on theproduction, sale, transportation, delivery or use of a Licensed Product that are paid by or on behalf of the InvoicingEntity, but not including any tax levied with respect to income ; provided that : ( a ) in no event shall the aggregate amount of all deductions made pursuant to clauses ( d ) and ( e ) above inany calendar quarter exceed [ * * ] percent ( [ * * ] % ) of Net Sales in such calendar quarter ; ( b ) Net Sales shall not include ( a ) sales or other transfers of any Licensed Product used for clinical trialsor other research, or ( b ) donations for charity or compassionate use for which an Invoicing Entity does notreceive consideration ; ( c ) in any transfers of Licensed Products between an Invoicing Entity and an Affiliate or Sublicensee ofsuch Invoicing Entity not for the purpose of resale by such Affiliate or Sublicensee, Net Sales shall be equalto the fair market value of the Licensed Products so transferred, assuming an arm ’s length transaction madein the ordinary course of business ; ( d ) in the event that ( i ) an Invoicing Entity receives non - cash consideration for any Licensed Products,(ii ) an Invoicing Entity sells Licensed Products in a transaction not at arm ’s length with a non - Affiliate of anInvoicing Entity, or ( iii ) any Licensed Product is sold by an Invoicing Entity at a discounted price that is [ * * ], Net Sales shall be calculated based on the fair market value of such consideration or transaction, assumingan arm ’s length transaction made in the ordinary course of business, provided that, if a Licensed Product issold under circumstances in which the discounted price is the result of market forces and not a quid pro quofor value other than the monetary consideration charged in such sale of Licensed Product, such discountedprice shall be deemed to be a customary price ; ( e ) with respect to any provision hereof requiring a calculation of fair market value, assuming an arm’slength transaction made in the ordinary course of business, Invoicing Entity may use the [ * * ] ; and ( f ) sales of Licensed Products by an Invoicing Entity to its Affiliate or a Sublicensee for resale by suchAffiliate or Sublicensee shall not be deemed Net Sales