definiens: means : ( i ) any and all of the following deductions, but shall not include any such deduction(s ) to the extent resulting from or related to a Selling Party ’s intention or attempt, in whole or in part, to avoid paying any IP Milestone Fees hereunder : ( a ) discounts ( including trade, quantity and cash discounts ) actually allowed, cash and non -cash coupons, retroac tive price reductions, and charge -back payments and rebates granted to any Third Party ( including to governmental entities or agencies, purchasers, reimbursers, customers, distributors, wholesalers, and group purchasing and managed care organizations or en tities ( and other similar entities and institutions ) ) which effectively reduced the selling price or gross sales of the Medical Product(s ) and when they have not already been deducted on the invoiced amount ; ( b ) credits or allowances, if any, on account of price adjustments, recalls, justified claims of Third Party customers, justified rejections or returns of items previously sold ( including Medical Product returned in connection with recalls or withdrawals ) and amounts written off by reason of u ncollectible debt ; provided, that, if the debt is thereafter paid, the corresponding amount shall be added to the Net Sales of the period during which it is paid ; ( c ) insurance, customs charges, freight, postage, shipping, handling, and other transport ation costs incurred by a Selling Party in shipping Medical Product to a Third Party when they are not invoiced to the Third Party ; and ( d ) import taxes, export taxes, excise taxes ( including annual fees due under Section 9008 of the United States Pati ent Protection and Affordable Care Act of 2010 ( Pub . L. No . 111 -48 ) and other comparable laws ), sales tax, value -added taxes, consumption taxes, duties or other governmental taxes levied on, absorbed, determined and/or imposed with respect to such sales ( e xcluding income or net profit taxes or franchise taxes of any kind )