definiens: shall mean with respect to a Royalty - Bearing Product, thegross amount invoiced by [COMPANY] - Ayerst, its Affiliates, Sublicensees and/or Direct Licenseesas appropriate, on sales or other dispositions of the Royalty - Bearing Product to unrelatedthird parries, less the following items:(a ) Trade, cash and quantity discounts actually allowed and taken directlywith respect to such sales;(b ) Tariffs, duties, excises, sales taxes or other taxes imposed upon andpaid directly with respect to such sales ( excluding national, state or local taxes basedon income ), provided that such items are included in the price charged and do notexceed reasonable and customary amounts in the country in which such sale occurred;(c ) Amounts repaid or credited by"reason of rejections, defects, recalls orreturns or because of rebates or retroactive price reductions ; and(d ) [ one percent ( 1 % ) of Net Sales as an allowance to cover all other items, Asuch as freight, transportation and insuran§Such amounts shall be determined from the books and records of [COMPANY] - Ayerst, its Affiliatesand / or its Sublicensees, maintained in accordance with generally accepted accountingprinciples, consistently applied