definiens: means, without duplication and to the extent not already deducted from Net Sales : ( a)trade, cash, quantity, prompt settlement and other discounts incurred ; ( b)amounts repaid or credited by reasons of defects, rejections, recalls, returns, rebates or allowances of goods or because ofretroactive price reductions or billing corrections, including rebates or wholesaler charge backs ; ( c)price reductions or deductions, retroactive or otherwise, imposed by, negotiated with or otherwise incurred with respect toGovernmental Entities or other payees ; ( d)chargebacks, rebates and other amounts paid or incurred on sale of the applicable Earn - Out Product, including such paymentsmandated by programs of any Governmental Entity ; ( e)rebates and administrative fees paid or incurred to wholesalers, specialty distributors, distributors, medical healthcareorganizations, group purchasing organizations, specialty pharmacies, pharmaceutical benefit managers, Medicare PrescriptionDrug Plans or trade customers ; ( f)tariffs, customs, duties, withholding, excise, sales, value - added and other Taxes ( other than Taxes based on net income andfranchises Taxes of any kind ) and charges of any Governmental Entity ; ( g)deductions for uncollectible amounts on previously sold products ( which adjustment shall be based on actual bad debts incurredand written off as uncollectible by the applicable Earn - Out Product Selling Entity in a fiscal period ) ; ( h)discounts pursuant to indigent patient programs and patient discount programs and coupon discounts ; ( i)that portion of the annual fee on prescription drug manufacturers imposed by the Patient Protection and Affordable Care Act, Pub . L