definiens: shall mean, for any period, the gross amount invoiced by Yakult and its Affiliates for the sale ofLicensed Product in an arm ’s length transaction exclusively for money ( the ), after deduction of ( a ) costs ofshipping to wholesalers, which shall be three percent ( 3 % ) of the Invoiced Sales amount for such period, ( b ) normal tradediscounts, including retroactive price discount rebates, ( c ) any credits actually given by Yakult for returned or defectiveproducts ( as determined by Yakult in accordance with its standard - 7 -accounting practices, consistently applied ) and ( d ) any other costs of packing, insurance, carriage and freight and VAT orother sales tax and, in the case of export orders, any import duties or similar applicable governmental levies or exportinsurance costs expressly subject in all cases to the same being separately charged on customer invoices, which costsdescribed in this subsection ( d ) in any event shall not exceed two percent ( 2 % ) of the Invoiced Sales amount for such period