definiens: means, without duplication, any:(a)discounts of any type or nature, including retroactive price reductions, cashdiscounts, volume discounts, promotional discounts, chargebacks, allowances, rebates, returnsand credits;(b)rejections, returns, credits, returned goods allowances and retroactivecorrections, and other similar costs;(c)price adjustments, billing adjustments, shelf stock adjustments, promotionalpayments, and other similar allowances;(d)any credits or allowances granted to any wholesalers, retailers, distributors orother customers upon prompt payment;(e)administrative fee arrangements, reimbursements, and other payments of similarnature to wholesalers, distributors, buying groups, health care insurance carriers, pharmacybenefit management companies, health maintenance organizations, health care institutions ororganizations, or any other customers;(f)redistribution center fees, information service agreement fees, and other fees ofsimilar nature that are passed from any wholesalers, retailers, distributors or other customers;(g)freight, shipping and insurance costs charged to a customer on an invoice;(h)costs of recalls, seizures or destruction of goods and other similar costs, whether voluntarily or pursuant to a request or order by a Governmental Authority;(i)failure - to - supply penalties ( except to the extent actually covered by insurance orotherwise subject to reimbursement);(j)compulsory payments and cash rebates related to sales of the Product paid toany Governmental Authority or pursuant to any legal requirement in connection with any healthinsurance program, compensation program, or similar program;(k)excise taxes, use taxes, sales taxes, value added taxes, goods and servicestaxes, custom duties, and any other Taxes or charges imposed by any Governmental Authority ; or 6 Exhibit 2.1(l)any other deduction from gross sales to arrive at net sales as permissible underGAAP that has not been listed above