definiens: shall mean, as to each calendar quarter during the Term, the gross invoiced sales pricescharged for all Licensed Products sold by Centocor or its Sublicensees to Third Parties throughout the Territory duringsuch calendar quarter, less the following amounts incurred or paid by Centocor or its Sublicensees during suchcalendar quarter with respect to sales of Licensed Products regardless of the calendar quarter in which such saleswere made : ( a ) ( i ) trade, cash and quantity discounts actually allowed or taken, including discounts togovernmental or managed care organizations ; ( ii ) rebates actually paid or credited, including government rebates suchas Medicaid chargebacks or rebates ; ( iii ) retroactive price reductions or allowances actually allowed or granted fromthe billed amount ; and ( iv ) commercially reasonably promotional allowances actually granted to customers asreflected on the same invoice as for the sale of Licensed Product ( b ) credits or allowances actually given or made for rejection of or return of, previously soldLicensed Products ; ( c ) any charges for insurance, freight, and other transportation costs directly Portions of this Exhibit were omitted and have been filed separately with the Secretary of the CommissionPursuant to the Company ’s application requesting confidential investment under Rule 24b-2 under theSecurities Exchange Ace of 1934