definiens: means, with respect to a Product, the gross amount invoiced by [COMPANY] ( including an ElancoAffiliate ) or any sublicensee thereof to unrelated Third Parties in bona fide arm ’s length transactions, for Product salesin the Territory, less the following deductions, to the extent each is actually incurred by [COMPANY], its Affiliates and / orsublicensees, with respect to sales of a Product, and included in the invoiced sales price : ( a)Customary trade, quantity and cash discounts or rebates actually allowed or granted from the billing amount ; Page 6 of 58Ambrx Inc. / [COMPANY] Animal HealthCollaborative Research, License & Commercialization Agreement ( continued)CONFIDENTIAL ( b)Third Party agent commissions, discounts, refunds, rebates, charge - backs, retroactive price adjustmentsand similar allowances, limited to reasonable adjustments and allowances which effectively reduce the netselling price ; ( c)Amounts repaid or credited to customers by reason of Product returns or allowances granted to customers;and ( d)Any tax imposed on the sale, delivery or use of the Product, when included in billing, as adjusted for rebatesand refunds, including, without limitation, sales, use, excise or value added taxes, but excluding any incomeand franchise taxes