definiens: shall mean the gross invoiced amount charged by ISTA or its sub - licenseesaccording to Article 2 under this Agreement to sell the Product to Third Parties ( other than ISTA'slicensees of the Product ) in the Territory, less ( a ) all normal and customary deductions of any type ornature ( such as, e.g., returns, credits, refunds, discounts, allowances, rebates, chargebacks andadjustments ) ; and ( b ) freight, shipping, insurance costs, customs, duties, taxes and othergovernmental charges and surcharges imposed upon the sale or distribution of the Product . Net Salesshall be determined in accordance with U.S. generally accepted accounting principles, applied on abasis consistent with ISTA 's annual audited financial statements, with interim Net Sales calculationsin any year subject to adjustment pending completion of ISTA 's annual audit for that year . For theDOCSOC/ 1174971 v 1 /014202 - 0014first and second Financial Years after the Financial Year after First Commercialization, there shall beno limit on the amount of the reductions from gross invoiced amount under this definition . However, for every Financial Year thereafter, the deducted amount maybe no more than t1 ~ ir ~ y °, ~~erc ~ eF=~ 1 ~ t1~'r~~of the gross invoiced amount ; provided that, in any Financial Year during which a Generic Product isoffered for sale in the Territory there shall be no limit on the amount of the reductions from grossinvoiced amount under this definition