definiens: means the gross invoice price of Product sold as such or in component fonn by AstralMerck or its Affiliates to Non - Affiliates after deducting, if not already deducted in the amount invoiced, ( i ) the standard inventory cost of devices used for dispensing or administering the Product as well as diluents or similar exogenous materials which accompany the Product as it is sold and which are not included within the scope of Section 3 . 1 of the License Agreement ; ( ii ) the amounts accrued by AstralMerck in accordance with U.S. generally accepted accounting principles with respect to Product sales to Non - Affiliates as trade or quantity diSCOWlts, or both ; rebates, returns and allowances ; and retroactive price reductions, and ( iii ) five percent of the amount invoiced to cover cash discounts, sales or excise taxes, transportation and insurance charges, and other incidental governmental charges