definiens: shall mean the gross amount invoiced for any sale of any Licensed Product by VGX, any VGX Affiliate or any VGX Sublicensee, as appropriate ( a ), to a non - Affiliate in a bona fide ann 's length transaction, less the 6 following deductions . in each case to the extent specifica lly related to the Licensed Product and taken by the Selling Person or otherwise paid for or accrued by the Selling Person ( ): ( i ) trade, cash, promotional and quantity discounts and wholesaler fees ; ( ii ) taxes on 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 ( and excluding national, sales or local taxes based on income ) ; ( iii ) freight, insurance, packing costs and other transportation charges to the extent included in the invoice price to the buyer ; ( iv ) amounts repaid or credits taken by reason of damaged goods, rejections, defects, expired dating, recalls, returns or because of retroactive price reductions ; ( v ) charge back payments and rebates granted to ( a ) managed healthcare organizatio ns, ( 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 ( vi ) documented custom duties actually paid by the Selling Person