definiens: means, with respect to any Product, the gross amounts invoiced by Catalyst or its Affiliates for the sale, transfer or other disposition of Product to unaffiliated Third Parties, less the following deductions to the extent reasonable and customary with respect t o such sale, transfer or other 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 organ izations 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 connection 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 ch arges levied on the sale of such Product, including VAT, exercises taxes and sales taxes, to the extent included in such invoice