definiens: means the gross amounts invoiced by Buyer, its Af filiates, and any of its or their licensees or collaborators ( each, a ) for the sale, transfer or other distribution of XOMA Derived Products to Third Parties, less the fo llowing deductions to the extent reasonable and customary and actually incurred, allowed, paid, acc rued or specifically allocated in its financial statements, for : ( a)discounts ( including trade, quantity and cash di scounts ), cash and non - cash coupons, retroactive price reductions, and charge - back payments and rebates granted to any Third Party ( including to governmental enti ties or agencies, purchasers, reimbursers, any Third Party ( including to governmental entities or agencies, purchasers, reimbursers, customers, distributors, wholesalers, and group p urchasing and managed care organizations or entities ( and other similar entities and institutio ns ) ) ; 1 ( b)credits or allowances, if any, on account of pri ce adjustments, recalls, claims, damaged goods, rejections or retur ns of items previously sold ( including Product returned in connection with recalls or withdrawals ) and amounts written off by reason of uncollectible debt, provided that if the debt is th ereafter paid, the corresponding amount shall be added to the Net Sales of the period during which i t is paid ; ( c)rebates ( or their equivalent ), administrative fe es, chargebacks and retroactive price adjustments and any other sim ilar allowances granted by a Selling Party ( including to governmental authorities, purchasers, reimburses, customers, distributors, wholesalers, and managed care organizations and entities ( and other similar entities and institutions ) ) which effectively reduce the selling price or gross sales of the Product ; and ( d)proceeds of the sale, assignment, license or oth er transfer of any priority review vouchers under the 21st Century Cures Act