definiens: means the gross invoice price of Product sold, whether directly or through a Third Party, by CAT or any jo int venture in which CAT is a participant, to the first independent Third Party a fter deducting, if not previously deducted, from the amount invoiced or re ceived : ( a ) trade and quantity discounts ; ( b ) returns, rebates and allowa nces ; ( c ) chargebacks and other amounts paid on sale or dispensing of Product ; ( d ) retroactive price reductions that are actually allowed or granted ; ( e ) sales commissions paid to distributors and/or selling agents ; ( f ) transportat ion and insurance charges ; and ( g ) taxes, tariffs, customs and surcharges and other governmental charges incurred in connection with the sale, export or imp ort of Product, all determined in accordance with U.S. generally accept ed accounting principles . The deductions set out in ( a ) to ( g ) above shall not ex ceed ten percent ( 10 % ) of the gross amount invoiced by or on behalf of CAT, or an y joint venture or similar entity or arrangement in which CAT is a participant, to Third Parties . Net Sales shall not include the gross invoice price of Produc ts sold by a CAT Collaborator other than when sold directly or indirectly for CAT . Without limiting the prior sentence, Net Sales shall include the gross invoice price of any Product as to which at any time CAT had or retains decision - makin g authority over the initiation of clinical trials and/or commercializat ion of such Product