definiens: shall mean, with respect t o any Licensed Human Therapeutic Product, the gross sales price of such Licensed Human Therapeutic Prod uct invoiced by OXIS or its Affiliate to customers who are not Affiliates ( or are Affiliates but are the end u sers of such Licensed Human Therapeutic Product ) le ss, to the extent actually paid or accrued by OXIS or its Affi liate ( as applicable ), ( a ) credits, allowances, dis counts and rebates to, and chargebacks from the account of, su ch customers for nonconforming, damaged, out dated and returned Licensed Human Therapeutic Product ; ( b ) fr eight and insurance costs incurred by OXIS or its A ffiliate ( as applicable ) in transporting such Licensed Human Therapeutic Product to such customers ; ( c ) cash, q uantity and trade discounts, rebates and other price reduct ions for such Licensed Human Therapeutic Product gi ven to such customers under price reduction programs, prov ided that all such discounts shall not exceed 3 % of gross sales price on an annual basis ; ( d ) sales, use, value - add ed and other direct taxes incurred on the sale of s uch Licensed Human Therapeutic Product to such customers ; and ( e ) customs duties, tariffs, surcharges and other gov ernmental charges incurred in exporting or importing such Lic ensed Human Therapeutic Product to such customers