definiens: shall mean a consecutive twelve - month period beginning on the date of the first commercial sale of the Product following approval of the NDA, or on a subsequent anniversary of that date . shall mean the aggregate gross sales of the Product by [COMPANY] and its Affiliates ( other than sales among [COMPANY] and its Affiliates ) determined in accordance with UK generally accepted accounting principles, consistently applied ( ), less the following as specifically incurred for the Product : cash, trade or quantity discounts ; sales, use, tariff, or other excise taxes imposed upon particular sales ; transportation charges ; and other credits or allowances, including those granted on account of prices, adjustments, wholesaler chargebacks, returns or rebates, if any are incurred or granted . In connection with all amounts based upon Net Sales payable to [COMPANY] pursuant to this Agreement, upon [COMPANY] 's request [COMPANY] shall provide documentation supporting any of the d'eductions to Net Sales set forth above . Any other sales or transfers among [COMPANY] or [COMPANY] Affiliates shall not be included in the definition of Net Sales . In such cases Net Sales shall be determined based on the invoiced sale price by the Affiliate to the first third party trade purchaser, less the deductions allowed undeI ' this defmition . Deductions to arrive at Net Sales shall be determined in accordance with GAAP . [COMPANY] shall have the right, upon reasonable advance written notice to [COMPANY] and during regular business hours, to inspect the records of [COMPANY] relating to the calculation of Net Sales hereunder . Such inspection shall be conducted by an independent third party auditor chosen by [COMPANY] and reasonably acceptable to [COMPANY] . Such inspection shall be at [COMPANY] 's cost, unless a discrepency in payment of more than 5 % is found, in which case, it shall be at [COMPANY] 's cost . The parties shall reconcile any discrepancy found within 30 days of receipt of the report of the auditor . [COMPANY] 's audit right, as described, shall survive any expiration or termination of this Agreement, such that [COMPANY] 's right shall survive one ( 1 ) year beyond payment by [COMPANY] of the final payment to [COMPANY] owed hereunder