definiens: means, with respect to any Product, the gross amounts invoiced by Catalyst or its Affiliates, licensees or sublicensees for the sale, transfer or commercial disposition of Product to unaffiliated Third Parties, less the following deductions to the extent re asonable and customary with respect to such sale, transfer or commercial disposition : ( a)reasonable cash, trade or quantity discounts, charge -back payments, and rebates actually granted to trade customers, managed health care organizations, pharmaceutical benefit managers, group purchasing organizations and national, state, or local government ; ( b)credits, rebates or allowances actually allowed upon prompt payment or on account of claims, damaged goods, rejections or returns of such Product, including in co nnection with recalls ; ( c)freight, postage, shipping, transportation and insurance charges, in each case actually allowed or paid for delivery of such Product, to the extent included in such invoice ; and ( d)taxes ( other than income taxes ), duties, tariffs or other governmental charges levied on the sale of such Product, including VAT, exercises taxes and sales taxes, to the extent included in such invoice