definiens: shall mean, with respect to each Licensed Product, the total gross sales of suchLicensed Product sold by [COMPANY], its Affiliate or their respective direct or indirect sublicensee under the license orsublicense of this Agreement, for arm ’s length sales to any non - Affiliated third party, less the following deductions : trade and cash discounts, sales and excise taxes, rebates and return of goods . The foregoing shall be booked orcalculated in accordance with Generally Accepted Accounting Principles ( GAAP ) or International FinancialReporting Standard ( IFRS ) each as consistently applied by the selling entity . For clarification, if the LicensedProduct once sold by [COMPANY], its Affiliate or their sublicensee, for arm ’s length sales to any non - Affiliated third partyis recalled for a reason attributable to ATHX, such sales shall be deducted from the Net Sales