definiens: shall mean for a Product in a particular period, the sum of ( 1 ) and ( 2 ): ( 1 ) the gross amount invoiced by Pieris for sale of Products to Third Parties in the Field and Territory, excluding transactions transferring a Product to a Pieris Affiliate, Sublicensee, distributor and/or agent forresale, less the sum of the following items : ( a)customary trade, prompt payment, quantity or cash discounts to the extent actually allowedand taken ; ( b)amounts repaid or credited by reason of rejection, recalls or returns ; ( c)to the extent separately stated on purchase orders, invoices or other documents of sale, anytaxes, duties, tariffs or other governmental charges levied on the production, sale, transportation, delivery or use of a Product ; ( d)outbound transportation costs prepaid or allowed and costs of insurance of transit ; ( e)discounts or rebates or other payments required by law to be made under Medicaid, Medicareor other governmental special medical assistance programs to the extent actually allowedand taken ; and Page 4 of 25 ( f)amounts written off by reason of uncollectible bad debt, but not to exceed * of the Net Salesper calendar year