definiens: shall mean the rgross ] amount [ invoiced by ] [COMPANY], its Affiliates or either of their Third Party sublicensee(s ), as applicable, for the sale or other disposition to a Third Party of the Licensed Product and less amounts [ deducted on such invoices and less other amounts related to such invoiced amounts and recorded in the books and records of [COMPANY] ], such amounts determined in accordance with generally accepted accounting principles applied in 4 a manner consistent with the past practices of [COMPANY] related to such sale or other disposition, including : ( a ) [ normal, customary trade discounts ( including volume discounts ), credits, chargebacks, reductions and rebates, and allowances and adjustments for rejections, recalls, outdated products, returns or bad debt ; and ( b ) [ freight, shipping, insurance, sales, use, excise, value - added and similar taxes or duties imposed on the sale } ; provided, however, that in the event [ such deductions in the aggregate exceed ten percent ( 10 % ) of the gross amount invoiced for such sale or other disposition, [COMPANY] shall provide a written explanation to [COMPANY] as to the rationale for such deductions . At such time, the CEO 's of the two parties shall meet to agree on the ' appropriate deduction levels . [COMPANY] shall use reasonable best efforts to minimize such deductions in accordance with its normal business practices }