definiens: means ( a ) with respect to JCR Prod uct sold for Second Additional Field in the Territo ry, the gross amount invoiced by JCR, its Affiliates, Sublicensee s or co - marketers for such JCR Product and ( b ) with respect to Mesoblast Product the gross amount invoiced by Meso blast, its Affiliates, sublicensees or co - marketers for such Mesoblast Product less in each case ( a ) and ( b ) ded uctions for : ( i ) trade, quantity and/or cash discou nts, allowances and rebates actually allowed or given ; ( ii ) freight, shipping, insurance and other transportation expe nses ( if separately identified in such invoice ) ; ( iii ) credi ts or refunds actually allowed for rejections or de fects of such Product, outdated or returned Product, or because o f rebates or retroactive price reductions ; ( iv ) sal es, value added, excise taxes, tariffs and duties, and other taxes d irectly related to the sale, to the extent that suc h items are separately identified in such invoice and are paid by the purchaser of Product