definiens: means, as to each Calendar Quarter during the app licable term, the gross invoiced sales prices charged for all [COMPANY] Pro ducts sold by [COMPANY] or its Affiliates or Immuno Gen Licensees to Third Parties throughout the Territory during such Calendar Quarter in bona fide arm ’s length transactions, as determined in accordance with the [COMPANY] Accounting Standards, less the following amounts incurred or paid by [COMPANY] or its Affiliates or [COMPANY] Licensees during such Calendar Quarter wi th respect to sales of [COMPANY] Products regardless o f the Calendar Quarter in which such sales were mad e : ( a ) trade, quantity and cash discounts actua lly allowed or taken ; ( b ) discounts, coupons, refunds, rebates, cha rgebacks, co - pay provided by or on behalf of the selling party, retroactive price adju stments, and any other allowances actually allowed or given which effectively reduce the net selling price ; ( c ) credits or allowances actually given or made for rejection or return of previously - sold [COMPANY] Products ; ( d ) any charges for freight, postage, shippin g, warehousing, distribution or transportation, or for insurance, in each case to t he extent borne by [COMPANY], or its Affiliates or [COMPANY] Licensees ; ( e ) the standard inventory cost of devices u sed for dispensing or administering the [COMPANY] Product that are shipped with the ImmunoG en Product and included in the gross invoiced sales price ; ( f ) any tax, tariff, duty or government char ge ( including any sales, value added, excise or similar tax or government charge, but exc luding any income tax ) levied on -67- Portions of this Exhibit, indicated by the mark were omitted and have been filed separately w ith the Securities and Exchange Commission pursuant to the Registrant ’s application requesting confidential tr eatment pursuant to Rule 24b-2 of the Securities Exchange A ct of 1934, as amended