definiens: means, for each calenda r year during the term of this Agreement, the following : Calendar Year Target Sales 2005 $ [ * * * ] 2006 $ [ * * * ] 2007 ( and each calendar year thereafter ) As determined by agreement of the Parties, as necessary to provide appropriate incentives for increase sales In addition, within sixty ( 60 ) days after the end o f each calendar year during the term of this Agreem ent, [COMPANY] will determine if the gross product sales from [COMPANY] to Distributor exceeded the Target Sales for such calendar year . Where such Target Sales wer e exceeded, [COMPANY] will add to the [ * * * ] an addi tional amount equal to [ * * * ] percent ( [ * * * ] % ) of the overa ll gross product sales from [COMPANY] to Distributo r in the just - completed calendar year . If at such time ( that is, within sixty ( 60 ) days after the end of each c alendar year during the term of this Agreement ) the marketing co -op fund includes a surplus funding balance that He moSense has not utilized, and does not reasonably anticipat e utilizing, on marketing programs specifically for Distributor as contemplated under this Section 4.4, [COMPANY] w ill issue a credit to Distributor for the surplus a mount