definiens: means sales and dispositions of Products byor on behalf of the Foundation Selling Parties in fulfillment of theGlobal Access CoX~~mitments to the extent that . the gross amountsCONFIDENTIAL Page 2 of 8Ac ~ s ~ cus ~~:~o2so~2,.~invoiced and the fair market value of non - cash considerationreceived by the Foundation Selling Parties for such sales anddispositions of Products does not exceed the Foundation SellingParty 's recognized cost of goods sold as calculated in accordancewith the Foundation Selling Party 's usual and customaryaccounting methods, which are in accordance with GAAP . Forclarity, to the extent that the gross amounts invoiced and t~1e fairmarket value of non - cash consideration received by the FoundationSelling Parties for sales and dispositiotls of Products in fulfilh7 ~ entof the Global Access Commitment exceed stitch recognized cost ofgoods in the foregoing sentence, the amount of such excess shallbe included irl the calculation of ( and shall not be considered )