definiens: means, with respect to any Licensed Product, the gross amounts received by a Party and its Affiliates and their respective licensees a nd sublicensees for the sale, transfer, or other di sposition of such Licensed Product, to Third Parties less the followi ng deductions to the extent reasonable and customar y and actually allowed and taken with respect to such sal e, transfer or other disposition : ( a ) reasonable cash, trade or quantity discounts, charg e - back payments, and rebates actually granted to trade customers, managed health care org anizations, pharmaceutical benefit managers, group purchasing organizations and national, state, or lo cal government ; ( b ) credits, rebates or allowances actually allowed upo n prompt payment or on account of claims, damaged goods, rejections or returns of suc h Licensed Product, including in connection with re calls ; ( c ) freight, postage, shipping, transportation and insu rance charges, in each case actually allowed or paid for delivery of such Licensed Produ ct ; and ( d ) taxes ( other than income taxes ), duties, tariffs or other governmental charges levied on the sale of such Licensed Product, including VAT, e xcise taxes and sales taxes