definiens: means the costs, including applicable Allocable O verhead, specifically identifiable to the distribution of a Licensed Prod uct for a Joint Indication by a Party including cus tomer services, collection of data about sales to hospita ls and other end users, order entry, billing, shipp ing, credit and collection and other such activities . For the purpo se of this Agreement, [COMPANY] will charge TerGen for Di stribution Costs an amount equal to [ * ] of such Net Sales in a ny year . Once such cap of [ * ] is reached, either pa rty may elect to have an audit performed to evaluate the [ * ] being charged by [COMPANY] to TerGen . Such audit shall be performed by a mutually agreeable Third Party and t he costs of the audit shall be charged to TerGen . I f the Parties have already had an audit performed pursuan t to Section D.4.5 below, the Parties will use the same Third Party unless both Parties agree that they would pre fer to use a different Third Party . At the conclusi on of the audit, the Third Party will recommend to [COMPANY] and TM whether the [ * ] cap fairly reflects the actual Dis tribution Costs incurred by [COMPANY] and, if the rate and cap do n ot so fairly reflect such actual costs, the Parties shall accordingly adjust the rate and to match the actual rate and cap determined by the audit, provided how ever such adjustment shall be effective prospectively only . A dditional audits may be performed in accordance wit h the above provisions at either Party ’s election not mor e frequently than once every two ( 2 ) years . In the year of the launch of a Licensed * This provision is the subject of a Confidential Tre atment Request