definiens: shall mean the total gross invoice price from the sale of all units of the Agreement Product by Syntex or any of its Affiliates to non - Affiliated wholesalers, hospitals and other third party purchasers§s ( a ) actual allowances given to such purchasers for spoilro : damaged, returned or recalled products to the extent that such allowances are not covered by insurance, ( b ) any transport, shipping and insurance costs and any government imposed sales taxes ( including VAT ) and customs duties which, in each case, are included in such gross invoice price and which are actually paid in full by Syntex to the relevant non - Affiliated third party transport, shipping or insurance company or government entity, as the case may be, and ( c ) cash, volume, formulary or other positioning discounts of the invoice price actually granted to such purchasers and which have been granted exclusively for the purpose of promoting the Agreement Product ; provided that discounts of the invoice, price ( considered collectively ) in excess of ( i ) ten percent ( 10 % ) of such invoice price, in the case of sales to hospitals and ( ii ) five percent ( 5 % ) of such invoice price, in all other cases