definiens: shall have substantially the same meaning as follows : withrespect to any Product, the gross sales price of such Product invoiced by Juno, its Affiliates or its sublicensees tocustomers who are not Affiliates or sublicensees ( except for any Affiliates or sublicensees who are the end users ofsuch Product ) less, to the extent actually paid or accrued by Juno, its Affiliates or sublicensees ( as applicable ) andactually separately identified on an invoice or other documentation, ( a ) credits, allowances, discounts and rebates to, and chargebacks from the account of, such customers for nonconforming, damaged, out - dated and returned Product;(b ) freight and insurance costs incurred by Juno, its Affiliates or sublicensees ( as applicable ) in transporting suchProduct to such customers ; ( c ) cash, quantity and trade discounts, rebates and other price reductions for suchProduct given to such customers under price reduction programs ; ( d ) sales, use, value - added and other direct taxesincurred on the sale of such Product to such customers ; ( e ) customs duties, tariffs, surcharges and othergovernmental charges incurred in exporting or importing such Product to such customers ; and ( f ) a reasonableallowance for uncollectible or bad debts determined in accordance with generally accepted accounting principles . NetSales shall not include any amounts for Products ( i ) utilized in any clinical trial, or ( ii ) provided without charge forcompassionate use, if any . For clarity, Net Sales shall not include sales by 4Juno, its Affiliates and sublicensees to Juno, its Affiliates and sublicensees for resale, provided that, if any of suchPersons sells Product to another such Person for resale, Net Sales shall include the amount received by such otherPerson from Third Parties on the resale of such Product