definiens: means the gross amount billed or invoiced by or on behalfof Juno, its Affiliates, Sublicensees and any Affiliates of such Sublicensees ( in eachcase, the ) or if not billed or invoiced the gross amount received bythe 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 othertransfers and not previously deducted from the gross invoice price : ( a ) customarytrade, quantity or cash discounts to the extent actually allowed and taken ; ( b ) amountsactually repaid or credited by reason of rejection, return or recall of any previouslysold, leased or otherwise transferred Licensed Products ; ( c ) rebates granted or given;(d ) allowances for non - collectible receivables ; ( e ) customer freight charges that arepaid by or on behalf of the Invoicing Entity ; and ( f ) to the extent [ * * ], any sales, valueadded or similar taxes, custom duties or other similar governmental charges levieddirectly on the production, sale, transportation, delivery or use of a Licensed Productthat are paid by or on behalf of the Invoicing Entity, but not including any tax leviedwith respect to income ; provided that:(a ) in no event shall the aggregate amount of all deductions madepursuant to clauses ( d ) and ( e ) above in any calendar quarter exceed [ * * ] percent([**]% ) of Net Sales in such calendar quarter;(b ) Net Sales shall not include ( a ) sales or other transfers of anyLicensed Product used for clinical trials or other research, or ( b ) donations for charityor compassionate use for which an Invoicing Entity does not receive consideration;(c ) in any transfers of Licensed Products between an InvoicingEntity and an Affiliate or Sublicensee of such Invoicing Entity not for the purpose ofresale by such Affiliate or Sublicensee, Net Sales shall be equal to the fair marketvalue of the Licensed Products so transferred, assuming an arm ’s length transactionmade in the ordinary course of business;(d ) in the event that ( i ) an Invoicing Entity receives non - cashconsideration for any Licensed Products, ( ii ) an Invoicing Entity sells LicensedProducts in a transaction not at arm ’s length with a non - Affiliate of an Invoicing 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 suchconsideration or transaction, assuming an arm ’s length transaction made in theordinary course of business, provided that, if a Licensed Product is sold undercircumstances in which the discounted price is the result of market forces and not aquid pro quo for value other than the monetary consideration charged in such sale ofLicensed Product, such discounted price shall be deemed to be a customary price;(e ) with respect to any provision hereof requiring a calculation of fairmarket value, assuming an arm ’s length transaction made in the ordinary course ofbusiness, Invoicing Entity may use the [ * * ] ; and(f ) sales of Licensed Products by an Invoicing Entity to its Affiliate ora Sublicensee for resale by such Affiliate or Sublicensee shall not be deemed NetSales