definiens: means all adjustments, including the following items as applicableto each such Contingent Payment Product, to the extent such adjustments are customary under industry practices and arereflected as a reduction to net sales or, for purposes of determining Worldwide Gross Profit, an increase to cost of goods sold inthe consolidated financial statements of Buyer in accordance with GAAP:(A ) credits or allowances granted upon returns, rejections or recalls ( due to spoilage, damage, expirationof useful life ), retroactive price reductions, or billing corrections;(B ) invoiced freight, postage, shipping and insurance, handling and other transportation costs;(C ) credits or allowances granted including quantity, cash, bad debt and other trade discounts;(D ) Taxes ( including sales, value - added and excise Taxes, but excluding withholding Taxes and Taxespaid by Buyer on the net income derived from sales of the Contingent Payment Products ), tariffs, customs duties, surchargesand other governmental charges incurred in connection with the production, sale, transportation, delivery, use, exportation orimportation of Contingent Payment Products that are incurred at the time of sale or are directly related to the sale and nototherwise previously deducted;(E ) discounts, refunds, rebates, returns, charge backs, fees, credits or allowances ( including billingcorrections, amounts incurred in connection with government - mandated rebate and discount programs, third party rebates andcharge backs, hospital buying group / group purchasing organization administration fees and managed care organizationrebates ), distribution fees and sales commissions to third parties, actually paid or incurred and which effectively reduce theselling price;(F ) warranties, guaranties and maintenance arrangements ; and 9(G ) any other customary adjustments related to products sold and reasonably allocated to suchContingent Payment Products as a portion of the total products sold or, for purposes of determining Worldwide Gross Profit, related cost of goods sold, in accordance with GAAP