definiens: shall mean ( I ) to AMBRX, the revenue AMBRX received from a Third Party by transferring, assigning or licensing Phase I Clinical Data to such Third Party, or from the commercialization of an aHer2 - ADCProduct outside Territory whereas the Market Authorization of such aHer2 - ADC Product is 7 based on Phase I Clinical Data, excluding FTEs, reimbursements and deductions as defined in 1.40(II)(a)-(i);and(II ) to ZMC, the gross invoice price ( not including value added taxes, sales taxes, or similar taxes ) ofLicensed Product sold by ZMC or its Affiliate to the first Third Party in which ZMC has no equity interest afterdeducting, if not previously deducted, from the amount invoiced or received : ( a)trade and quantity discounts actually given other than early payment cash discounts ; ( b)returns, rebates, charge backs and other similar fees and allowances actually taken ; ( c)retroactive price reductions that are actually allowed or granted ; ( d)deductions to gross invoice price of Licensed Product imposed by Regulatory Authorities or othergovernmental entities ; ( e)sales commissions, distribution fees and other similar fees paid to Third Party distributors and/or sellingagents actually paid ; ( f)early payment cash discounts, transportation and insurance, and custom duties actually taken ; and(g ) the standard inventory cost of devices or delivery systems used for dispensing or administering or deliveringProduct ; ( h)interest charge, late payment penalty and other similar fees ; and ( i)uncollectable unpaid invoices