definiens: shall mean : ( i ) the gross amount invoiced, or if no invoice is issued, the amount received, for any Sale of any Product by the Company or any Affiliates ( a ), to a non -Affiliate of the Selling Person, 4 ( ii ) less the following deductions, in each case to the extent specifically related to the Product and taken by or granted by the Selling Person or otherwise paid by the Selling Person : A. trade, cash, promotional and quantity discounts ; B. taxes on gross sales ( such as excise, sales or use taxes or value added taxes ) to the extent imposed upon and paid directly with respect to the sales price ; C. freight, transit insurance and other transportation that are invoiced in a manner that clearly specifies the charges applicable to the applicable Product(s ) ; D. amounts repaid or credits taken b y reason of damaged goods, rejections, defects, expired dating, recalls, returns or because of retroactive price reductions ; E. charge back payments and rebates granted to ( a ) managed healthcare organizations, ( b ) federal, state and/or provincial and/or local governments or other agencies, ( c ) purchasers and reimbursers, or ( d ) trade customers, including wholesalers and chain and pharmacy buying groups ; and F. customs duties actually paid by the Selling Person, ( iii ) and only when i ) the Pr oduct contains an API ( active pharmaceutical ingredient ) other than Covered Molecule(s ) and ii ) the procurement cost of such single API exceeds 30 ( thirty ) percent of cost of goods for the Product, also less the deduction of such API ’s procurement cost