definiens: means, with respect to any Program Product, the amount invoiced by a Party, an Affiliate of such Party, or any permitted Sublicensee of such Party for sales of such Program Product to a Third Party less : ( a ) discounts ( including cash discounts, prompt payment discounts, quantity discounts and patient discount program discounts ), retroactive price reductions, charge­back payments and rebates granted to managed health care organizations or to federal, state and local governments, their agencies, and purchasers and reimbursers or to trade customers ( a ) ; provided however, that where any such Discount is based on sales of a bundled set of products in which such Program Product is included, the Discount shall be allocated to such Program Product on a pro rata basis based on the sales value ( i.e., the unit average selling price multiplied by the unit volume ) of the Program Product relative to the sales value contributed by the other constituent products in the bundled set, with respect to such sale ; ( b ) credits or allowances upon claims, damaged goods, rejections or returns of such Program Product, including such Program Product returned in connection with recalls or withdrawals ; .2