definiens: shall mean LICENSEE ’s, and/or its subLICENSEEs ’ billings for sales of Licensed Products andLicensed Processes less the sum of the following ( ): ( a)Discounts actually allowed and granted ( including, without limitation, cash discounts and quantitydiscounts ), retroactive price reductions, charge - back payments and rebates granted to managed healthcare organizations or to federal, state and local governments, their agencies, and purchasers andreimbursers or to trade customers ( a ) ; provided however, that where any such Discount isbased on sales of a bundled set of products in which such Licensed Product is included, the Discountshall be allocated to such Licensed Product on a pro rata basis based on the sales value ( i.e., the unitaverage selling price multiplied by the unit volume ) of the Licensed Product relative to the sales valuecontributed by the other constituent products in the bundled set, with respect to such sale ; ( b)Credits or allowances actually granted upon claims, damaged goods, rejections or returns of suchLicensed Product and Licensed Processes, including such Licensed Product and Licensed Processesreturned in connection with recalls or withdrawals ; ( c)Freight out, postage, shipping and insurance charges for delivery of such Licensed Product andLicensed Processes ; ( d)Taxes or duties levied on, absorbed or otherwise imposed on the sale of such Licensed Product andLicensed Processes, including, without Portions of this Exhibit, indicated by [ * * * * * ], were omitted and have been filed separately with the Securitiesand Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended