definiens: means the gross amount invoiced by Cornerstone or its Affiliates fo r sales of the Product(s ) to third persons ( not including an Affil iate of Cornerstone ), less ( i ) trade, quantity and/ or cash discounts actually allowed ; ( ii ) discounts, refunds, rebates, chargebacks, retroactive price adjustmen ts and any other allowances, credits or payments which effecti vely reduce the net selling price ; ( iii ) accruals f or Product(s ) returns and allowances, up to an annual maximum of [ * * * ] percent ( [ * * * ] % ) ; and ( iv ) the Product Price, as defined in the Manufacturing Agreement . Inter - compa ny accruals will not be considered in the calculati on of With respect to accruals for Product(s ) returns and allowances, within sixty ( 60 ) after t he end of each calendar year, the parties shall reconcile suc h actual Product returns and allowances with the es timated accruals . In the event such accruals are greater th an the actual returns and allowances, Cornerstone s hall pay such additional Royalty Payments as may be due Vint age pursuant to Section 3.03 . All such amounts and calculations will be determined from books and reco rds maintained in accordance with U.S. Generally Ac cepted Accounting Principles ( )