definiens: means, with respect to a Licensed Product for a J oint Indication, costs chargeable to TerGen equal to [ * ] ( ) [ * ] of the sum of the Marketing Costs and Sales Costs related to such Licensed Product for su ch Joint Indication, of [COMPANY] and of TM, but only to the extent these costs are chargeable to TerGen under this Agr eement . If such costs chargeable in a given year by [COMPANY] and TM, respectively, differ by more than [ * ], either party may elect to have an audit perfo rmed to evaluate the [ * ] rate being charged by each Party t o TerGen . Such audit shall be performed by a mutual ly agreeable Third Party and the costs of the audit sh all be charged to TerGen . If the Parties have alrea dy had an audit performed pursuant to Section D.4.4 above, th e Parties will use the same Third Party unless both Parties agree that they would prefer to use a different Thi rd Party . At the conclusion of the audit, the Third Party will recommend to [COMPANY] and TM whether the [ * ] rate fairly reflects the actual General and Administrative Cos ts incurred by each Party and, if the rate does not so fairly reflect such actual costs, the Parties shal l accordingly adjust the rate to match the actual rate determined by the audit, provided however such adjustment sha ll be effective prospectively only . Additional audits may be performed in accordance with the above provisio ns at either Party ’s election not more frequently than on ce every two ( 2 ) years