definiens: shall mean, as to each calendar quarter during the Term, the gross invoiced sales pricescharged for all Licensed Products sold by GENENTECH or its Sublicensees to Third Parties throughout the Territoryduring such calendar quarter, less the following amounts incurred or paid by GENENTECH or its Sublicensees duringsuch calendar quarter with respect to sales of Licensed Products regardless of the calendar quarter in which suchsales were made:(a ) trade, cash and quantity discounts or rebates actually allowed or taken, including discountsor rebates to governmental or managed care organizations;(b ) credits or allowances actually given or made for rejection of or return of, and for uncollectibleamounts on, previously sold Licensed Products or for retroactive price reductions ( including Medicare and similartypes of rebates);Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commissionpursuant to the Company ’s application requesting confidential treatment under Rule 24b-2 of the SecuritiesExchange Act of 1934