definiens: shall mean, as to each calendar quarter during the Term, the gross invoiced sales prices charged for allLicensed Products sold by GENENTECH or its Sublicensees to Third Parties throughout the Territory during such calendarquarter, less the following amounts incurred or paid by GENENTECH or its Sublicensees during such calendar quarter withrespect to sales of Licensed Products regardless of the calendar quarter in which such sales were made : ( a ) trade, cash and quantity discounts or rebates actually allowed or taken, including discounts or rebates togovernmental or managed care organizations ; ( b ) credits or allowances actually given or made for rejection of or return of, and for uncollectible amounts on, previously sold Licensed Products or for retroactive price reductions ( including Medicare and similar types ofrebates ) ; ( c ) any charges for insurance, freight, and other transportation costs directly related to the delivery of LicensedProduct to the extent included in the gross invoiced sales price ; ( d ) any tax, tariff, duty or governmental charge levied on the sales, transfer, transportation or delivery of aLicensed Product ( including any tax such as a value added or similar tax or government charge ) borne by theseller thereof, other than franchise or income tax of any kind whatsoever ; and ( e ) any import or export duties or their equivalent borne by the seller . shall not include sales ortransfers between GENENTECH and its Sublicensees, unless the Licensed Product is consumed by theSublicensee