definiens: shall mean, with respect to a specific Product, Sunesis Product or Other [COMPANY] Idec Product, the sum of ( a ) and ( b ), where : ( a ) is a provision, determined by a Party under U.S. GAAP for sales of such product for ( i ) trade, cash and quantity discounts on such product ( other than price discounts granted at the time of invoicing and which are already included in the detennination of Gross Sales ), ( ii ) credits or allowances given or made for rejection or return of, and for uncollectable amounts on, previously sold product or for rebates or retroactive price reductions ( including Medicare, Medicaid and similar types of rebates and chargebacks ), ( iii ) taxes, duties or other governmental charges levied on or measured by the billing amount for such product, as adjusted for rebates and refunds ( excluding income and franchise taxes ), ( iv ) charges for freight and iDsurance directly related to the distribution of such product, to the extent included in Gross Sales, and ( v ) credits for allowances given or made for wastage replacement, indigent patient and any other sales programs agreed to by the Parties for such product ; and ( b ) is a periodic adjustment of the provision determined in ( a ) to reflect amounts actually incurred by a Party for items ( i ), ( ii ), ( iii ), ( iv ) and ( v ) in clause ( a ): 1.36 shall mean, with respect to a particular Target, the parameters necessary . to objectively detemiine whether a compound is Target Selective against such Target, including the following : ( i ) the relevant cell - based assay, and assay conditions and criteria related thereto, and ( ii ) the relevant biochemical assay, and assay conditions and criteria related thereto, including without limitation the ATP concentration ( expressed as a factor ofKM ) to be used in such biochemical assay