definiens: means the gross amounts invoiced for a Product by MERSANA, its Aﬃliates and their respectiveSublicensees for sales or other disposition of such Product to a Third Party purchaser, less the following to the extent thatthe following are directly incurred with respect to a Product, or allocated speciﬁcally to a Product in accordance withgenerally accepted accounting principles consistently applied across the books and records of MERSANA, its Aﬃliates andtheir respective Sublicensees, as applicable:(a)customer, trade, quantity and cash discounts actually allowed with respect to such sales whicheﬀectively reduce the selling price and are appropriately deducted from sales under appropriate accounting principles, consistently applied;(b)rejected goods, damaged or defective goods, recalls, returns, rebates, ﬁeld destroys, reimbursements, chargebacks and other allowances actually allowed with respect to such sales;(c)retroactive price reductions that are actually allowed or granted;(d)deductions to the gross invoice price of Product imposed by Regulatory Authorities or otherGovernmental Entities;(e)sales ( such as VAT or its equivalent ) and excise taxes, other consumption taxes, and customs duties(excluding any taxes paid on the income from such sales ) to the extent the selling Person is not otherwise entitled to a creditor a refund for such taxes or duties;(f)a reasonable reserve for non - collectable receivables related to Product ( provided that, such amountsshall not exceed two percent ( 2 % ) of Net Sales in a given Calendar Year and that if such amounts are later collected, theyshall be included in Net Sales in the Calendar Quarter of collection ) ; and(g)charges for packing, freight, shipping and insurance ( to the extent separately stated on the invoice )