definiens: shall mean gross invoice price for the Licensed Services performed by Ell ( or the fair market value for any nonmonetary consideration which ELI agrees to receive in exchange for Licensed Services ), less the following deductions where they are factually applicable and are not already reflected in the gross invoice price : a ) discounts allowed and taken, in amounts customary in the trade ( which shall include the difference between the dollar amount charged by Ell for a Licensed Service and the Medicare andlor Medicaid Limits of AJlowance andlor reimbursement limitations of a Third Party insurance program ) ; and b ) goverrunent imposed sales taxes and other { ' axes to the extent they are separately identified on the invoice ; and -2 - c ) actual bad debt, up to 2 % of gross invoice price for Licensed Services, which bad debt ELI can prove and document that it was reasonable and diligent in its efforts to collect payment