definiens: means, with respect to the Included Product, the gross amount billed or invoiced or otherwise recognized as revenue by the Company and its Sub sidiaries in accordance with GAAP in respect of sales or other dispositions of the Included Product in the Territory by the Company, its Affiliates or Licensees ( or any permitted assignee or transferee hereunder ) ( but not including sales to an Affiliate or Licensee unless the Affiliate or Licensee is the ultimate end user of the Included Product ; provided that for purposes of this Net Sales definition, a Third -Party distributor to which the Company has sold Included Product for no less than wholesale value shall be considered an, and sales by such distributor to any Third Parties shall not be included in Net Sales ), less the following deductions to the extent included in the gross amount billed or invoiced in respect of sales or other dispositions of the Included Product or otherwise recognized as revenue by the Company and its Subsidiaries in accordance with GAAP : ( a ) rebates, credits or allowances actually granted for damaged or defective products, returns or rejections of Included Products or re calls, or for retroactive price reductions and billing errors ; ( b ) normal and customary trade, cash, quantity, prompt pay and other customary discounts, allowances and credits ( including chargebacks ) given to Third Parties in the ordinary course of busines s ; ( c ) excise taxes, sales taxes, duties, VAT taxes and other taxes to the extent imposed upon and paid with respect to the sales price, and a pro rata portion of pharmaceutical excise taxes imposed on sales of pharmaceutical products as a whole and not sp ecific to Included Products ( such as those imposed by the U.S