definiens: with respect to any Product means the gross amount actually invoiced by Prometheus, its Affiliates andtheir Sublicensees for sales by Prometheus and its Affiliates and Sublicensees of each Product to Third Parties in a bona - fide, arms - length transaction, as determined by Prometheus ’ usual and customary accounting methods, which are in accordancewith Prometheus ’ Accounting Standards as consistently applied, less the following deductions from such gross amounts whichare actually incurred, allowed, accrued or specifically allocated in accordance with Prometheus ’ standard business practices, such deductions not to exceed with respect to the United States only, in the aggregate, [ * * * ] percent ( [ * * * ] % ) of such grossamount ( the ) ; provided that ( a ) where and to the extent that changes to Applicable Law orgovernment purchasing policies following the First Sales Booking Date require Prometheus to increase the amount of credits, discounts, allowances, chargebacks, and/or rebates given to any government purchasing entity above those amounts given asof the First Sales Booking Date, then the amount of such increase shall be excluded from those deductions subject to the NetSales Deduction Cap, ( b ) the Net Sales Deduction Cap shall be increased to [ * * * ] percent ( [ * * * ] % ) for the duration of anySignificant Market Event, and ( c ) the Net Sales Deduction Cap shall not apply during any Calendar Quarter in which thePrometheus Average Net Selling Price for the Products is greater than the [COMPANY] Net Selling Price for the same CalendarQuarter:(i ) credits, price adjustments or allowances for damaged or recalled Product, and returns or rejections ofProduct;(ii ) trade, cash and quantity discounts, allowances and credits ; and(iii ) chargebacks and rebates ( or the equivalent thereof ) granted to group purchasing organizations, managedhealth care organizations or to federal, state / provincial, local and other governments, including their agencies, or totrade Customers