definiens: means, with respect to any Product, the gross amounts invoiced and/or received by [COMPANY], itsAffiliates and their respective sublicensees for sales of such Product to unaffiliated Third Parties, less the followingdeductions, to the extent reasonable and customary, provided to unaffiliated entities and actually allowed and takenwith respect to such sales:(a ) reasonable cash, trade or quantity discounts, charge - back payments, and rebates actually granted totrade customers, managed health care organizations, pharmaceutical benefit managers, group purchasingorganizations and national, state, or local government;(b ) credits, rebates or allowances actually allowed upon prompt payment or on account of claims, damagedgoods, rejections or returns of such Product, including in connection with recalls, and the actual amount of any write - offs for bad debt ( provided that an amount subsequently recovered will be treated as Net Sales);(c ) freight, postage, shipping, transportation and insurance charges, in each case actually allowed or paid fordelivery of such Product ; and(d ) taxes ( other than income taxes ), duties, tariffs, mandated contribution or other governmental chargeslevied on the sale of such Product, including VAT, excise taxes and sales taxes