definiens: shall mean, with respect to any Covered Product, the gross amount invoiced to Third Parties by CURAGEN, its Affiliates or its Sublicensees, as the case may be, for such Covered Product, commencing with the First Commercial Sale of such Covered Product, less deductions for : ( i ) trade, quantity and/or cash discounts actually granted to the extent consistently applied by CURAGEN to its products ; ( ii ) credits, refunds and allowances ( including, without limitation, cash, credit and free goods allowances ) actually allowed or given for charge backs but only to the extent it is a sales related deduction which is accounted for within CURAGEN on a product - by - product basis, ( iii ) retroactive price reductions, billing errors and rebates ( including, without limitation, government - mandated and managed healthcare negotiated rebates ), credits and refunds for Covered Product that is rejected, spoiled, damaged, outdated or returned, to the extent each was actually allowed or given and as consistently applied by CURAGEN to its products ; ( iv ) freight, postage, shipping, insurance and other transportation costs actually incurred in transporting Covered Product to a Third Party ; and ( v ) taxes, tariffs, customs duties, surcharges and other governmental charges incurred in connection with the sale, exportation or importation of Covered Product . For reductions identified in items ( i ) -(iv ) that are not accounted for on a product by product basis by CURAGEN, such deductions may not exceed ( two per cent ( 2 % ) 10f the total gross sales price without the prior approval of TOPOTARGET, such approval to not be unreasonably withheld . The books and records of CURAGEN, its Affiliates or its Sublicensees, as the case may be, shall be maintained in accordance with the generally accepted accounting principles, consistently applied, and with sufficient particulars as necessary to determine such deductions and amounts