definiens: means, as to each calendar quarter, the gross invo iced sales prices charged for all Licensed Products sold by or for [COMPANY], its Affiliates and sub licensees to independent third parties during such quarter, after deduction ( if not already deducted in the amo unt invoiced ) of the following items paid by [COMPANY], i ts Affiliates and sublicensees during such calendar qu arter with respect to sales of Licensed Products re gardless of the calendar quarter in which such sales were made, provided and to the extent that such items are inc urred or allowed and do not exceed reasonable and customary amounts in the market in which such sales occurred : ( a ) trade and quantity discounts or rebates act ually taken and allowed, including discounts or reb ates to governmental or managed care organizations ; ( b ) credits or allowances given or made for rej ection or return of previously sold Licensed Produc ts ; ( c ) any tax, tariff, 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 Licens ed Product and borne by the seller thereof without reimburseme nt from any third party ; ( d ) any charges for freight from the seller, or for insurance, borne by the seller