definiens: shall mean ( a ) the aggr egate proceeds invoiced by [COMPANY] - Ayerst for sales of Covered Product ( as herein defined ) to non - Affiliated purchasers during the Quarter ( as h erein defined ) in question, less ( i ) trade and cash disco unts actually allowed and taken with respect to the Covered Product, ( ii ) credits or allowances actually allowe d and taken for damaged, outdated, returned or reca lled Covered Product, ( iii ) transportation or shipping c harges invoiced to such purchasers, ( iv ) sales taxe s imposed directly on such sales of the Covered Product by Wy eth - Ayerst, ( v ) volume or formulary or other positi oning discount amounts paid or credited by AHPC to a whol esaler, purchaser, third party payor or other contr actee as a result of a contractual arrangement specific to the Covered Product, ( vi ) rebates paid or credited by AHPC to any governmental agency ( or branch thereof ) or to any t hird party payor, administrator or contractee with respect to sales of the Covered Product, and ( vii ) discounts p aid or credited by AHPC that are mandated by, or gr anted in response to, applicable federal or state law with r espect to sales of the Covered Product, divided by ( b ) the aggregate number of grams of Agreement Compound con tained in the quantities of Covered Product ( accord ing to package content as stated on the Covered Product label ) invoiced during such Quarter