definiens: shall mean the sales price invoiced on sales ofProducts by [COMPANY] to non - Affiliate third parties, less the following deductions to the extent actuaUy incurred with respect to such Products : ( a ) amowtts for claims, allowances or credits for returns, retroactive price reductions, or chargebacks ; ( b ) freight, postage, shipping, customs duties and insurance charges, ( c ) all sales use, excise, value - added or similar taxes, measured by the billing amount when included in billing, ( d ) normal and customary trade, cash and quantity discounts, allowances, rebates and credits ( not to exceed one percent ( 1 % ) ofinvoiced sales for a calendar quarter ), and ( e ) uncol1ected amounts to the extent not exceeding one percent ( l% ) of invoiced sales for a calendar quarter . Notwithstanding the foregoing, in the event that a Party determines in its sole discretion that it is impractical for it to calculate the above deductions from the Net Sales with respect to a given Product, such Party may, calculate Net Sales by reducing the gross invoiced ( which invoice shall have included the items in subsections ( b ) and ( c ) above ) sales attributable to such Product by five percent ( 5 % ) exclusive of value added or similar taxes measured by reference to the amount billed . Any such election shall apply to the full period for which Net Sales are reported to such Product