definiens: means the gross amount invoiced for any sale of any Product by [COMPANY], any [COMPANY] Affiliate or anypermitted sublicensee, as appropriate ( a ), to a non - Affiliate in a bona fide arm ’s length transaction, less thefollowing deductions, in each case to the extent specifically related to the Product and taken by the Selling Person orotherwise paid for or accrued by the Selling Person in accordance with GAAP ( ): ( 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 withrespect 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 thebuyer ; ( iv ) amounts repaid or credits taken by reason of damaged goods, rejections, defects, expired dating, recalls, returns orbecause of retroactive price reductions ; and ( v ) charge back payments and rebates granted to ( a ) managed healthcare organizations, ( b ) federal, state and/or provincialand / or local governments or other agencies, ( c ) purchasers and reimbursers, or ( d ) trade customers, including wholesalers andchain and pharmacy buying groups