definiens: shall mean, as to each calendar quarter, the gross invoiced sales prices charged for all Product sold by a Party and its sublicensees in arm 's length transactions to Third Parties during such quarter, after deduction of the following items paid by the Party and its sublicensees during such calendar quarter with respect to sales of the Product regardless of the calendar quarter in which such sales were made, provided and to the extent that such items are incurred or allowed and do not exceed reasonable and customary amounts in the market in which such sales occurred : ( i ) trade and quantity discounts or rebates actually taken and allowed, including discounts or rebates to governmental or managed care organizations ; ( ii ) previously sold Product ; credits or allowances given or made for rejection or return of ( iii ) any tax, duty or government charge ( including any tax such as a value added or similar tax or government charge other than an income tax ) levied on the sale, transportation or delivery of a Product and borne by the seller thereof without reimbursement from any third party ; and ( iv ) any charges for freight from the seller, or for insurance, borne by the seller