definiens: means the total amount invoiced ( including the fa ir market value of any non - cash consideration ) by Licensee or by any Affiliate or S ublicensee ( other than a third party distributor ) in an arms ’ length transaction to a third party ( that is not a Sublicensee ) on account of Sales of Licensed Produc t or Licensed Services, after deduction of all the following in a ccordance with U.S. Generally Accepted Accounting P rinciples ( ) to the extent applicable to such Sales : [ * * * ] 1.15.2 In the case of Licensed Products or Licensed Services billed by Licensee, Net Sales shall furth er be reduced by [ * * * ], notwithstanding Licensee ’s Commer cially Reasonable Efforts of collection, within [ * * * ] days of the date such balances were due ; provided that s uch amounts have been formally designated as uncoll ectible in accordance with Licensee ’s internal accounting p rocedures, and provided further that such reduction shall not be applicable in the event and to the extent that a ny such designated amounts are ultimately collected by Licensee . Additionally, in no event shall Net Sales be reduced by more than [ * * * ] percent ( [ * * * ] % ) du e to bad debt in any calendar year