definiens: means the sum of ( A ) all chargebacks, rebates, quantityand cash discounts, and other customary discounts to customers, wholesalers, resellers, ordistributors, ( B ) all costs and expenses incurred by Purchaser that are reasonably related to recalls ofthe Earn - Out Products ( less any amounts recovered by Purchaser from any third - party in connectionwith any such recall ), ( C ) allowances and credits for spoiled, damaged, outdated, rejected, or returnedEarn - Out Products or price adjustments, billing errors, failure to supply payments, retroactive pricereductions, or shelf stock adjustments, ( D ) uncollectible amounts on prior commercial sales, and(E ) nonrefundable, unreimbursed or un - reimbursable taxes, duties, surcharges, tariffs, or othergovernment charges ( including, for the avoidance of doubt, government rebates and other amountsdue to Governmental Entities ) directly related to the commercial sale of Earn - Out Products