definiens: shall mean the sum of ( a ) and ( b ), where : ( a ) is a provision, determined by [COMPANY] Idec under U.S. GAAP for sales of Licensed Product in the Territory for ( i ) trade, cash andquantity discounts on Licensed Product ( other than price discounts granted at the time of invoicing and which arealready included in the determination of Gross Sales ), ( ii ) credits or allowances given or made for rejection or return ofpreviously sold Licensed Product or for rebates or retroactive price reductions ( including Medicare, Medicaid andsimilar types of rebates and chargebacks ), ( iii ) taxes, duties or other governmental charges levied on or measured bythe billing amount for Licensed Product, as adjusted for rebates and refunds ( excluding income and franchise taxes),(iv ) charges for freight and insurance directly related to the distribution of Licensed Product, to the extent included inGross Sales, and ( v ) CONFIDENTIALPortions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant tothe Company 's application requesting confidential investment under Rule 24b-2 under the Securities Exchange Act of1934