definiens: Minimum Transfer PriceGross Profit Margin " means Net Sales in the particular country during the calendar year, less [COMPANY] COST OF GOODS for such units, less ASTRA 'S direct packaging costs for such units ( excluding SAMPLES ) . With respect to units of PRODUCT supplied to ASTRA for use as SAMPLES, ASTRA shall pay to [COMPANY] for such units an amount equal to one hundred twenty - five percent ( 125 % ) ofVIVUSCOST OF GOODS of such units ( the " Sampl ~ s Transfer PriceD 3.2.2 Non - Affiljate Countries . For units of PRODUCTS sold for use in ASTRA Non - Affiliate Countries, theEransfer Price shall be [COMPANY] COST OF GOODS for such units, plus ) fifty percent ( 50 % ) of the ASTRA Profit Margin on NET SALES by AS ~ or its AFFILIATE to THIRD PARTY distributors appointed in such Non - Affiliate Country ( or by ASTRA or its AFFILIATE directly to THIRD PARTY customers in such country ) . For such purposes, the means the NET SALES of such units by ASTRA or its AFFILIATES ~ J:\PUBLIC\!\1C3\0 154396.20 -7 - Gon - Affiliate THIRD PARTIES in such Non - Affiliate Countries, less the following in regards to such units : ( a ) [COMPANY] COST OF GOODS, ( b ) ASTRA 's direct packaging costs for such units and ( c ), other costs incurred by the THIRD PARTY distributor that are reimbursed by ASTRA to the distributor according to contract ( the ) . The Minimum Transfer Pri ~ shall not apply to sales subject to this Section 3.2.2 . shall mean the countries in the TERRITORY listed on Exhibit C in which ASTRA does not have an AFFILIATE as of the Effective Date . Countries in which ASTRA establishes an AFFILIATE after the date of this AGREEMENT shall be deleted from Exhibit C after ASTRA 's agreement with the relevant THIRD PARTY distributor terminates with respect to the PRODUCT in such country, but no countries may be added to Exhibit C except by mutual written agreement