definiens: means, with respect to any Licensed Pro duct, the amount billed by a Party, an Affiliate of such Party, or any distributor or permitted Sublice nsee for sales of such Licensed Product to a Third Party less : ( a ) discounts ( including, without limitation, cash disc ounts and quantity discounts ), retroactive price reductions, charge - back payments and rebates grante d to managed health care organizations or to federa l, state and local governments, their agencies, and purchase rs 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 Licensed Product is included, the Discount shall be allocated to such Licensed Product on a pro rata b asis based on the sales value ( i.e., the unit average selling price multiplied by the unit volume ) of the License d Product relative to the sales value contributed by the othe r constituent products in the bundled set, with res pect to such sale ; ( b ) credits or allowances actually granted upon claims, damaged goods, rejections or returns of such Licensed Product, including such Licensed Product r eturned in connection with recalls or withdrawals ; ( c ) freight out, postage, shipping and insurance charg es for delivery of such Licensed Product ; and ( d ) taxes or duties levied on, absorbed or otherwise i mposed on the sale of such Licensed Product, including, without limitation, value - added taxes, o r other governmental charges otherwise imposed upon the billed amount, as adjusted for rebates and refunds, to the extent not paid by the Third Party