definiens: shall mean, with respect to any Licensed Human Therapeutic Product, the gross salesprice of such Licensed Human Therapeutic Product invoiced by OXIS or its Affiliate to customers who are not Affiliates(or are Affiliates but are the end users of such Licensed Human Therapeutic Product ) less, to the extent actually paid oraccrued by OXIS or its Affiliate ( as applicable ), ( a ) credits, allowances, discounts and rebates to, and chargebacks fromthe account of, such customers for nonconforming, damaged, out dated and returned Licensed Human TherapeuticProduct ; ( b ) freight and insurance costs incurred by OXIS or its Affiliate ( as applicable ) in transporting such LicensedHuman Therapeutic Product to such customers ; ( c ) cash, quantity and trade discounts, rebates and other pricereductions for such Licensed Human Therapeutic Product given to such customers under price reduction programs, provided that all such discounts shall not exceed 3 % of gross sales price on an annual basis ; ( d ) sales, use, value - added and other direct taxes incurred on the sale of such Licensed Human Therapeutic Product to such customers ; and(e ) customs duties, tariffs, surcharges and other governmental charges incurred in exporting or importing such LicensedHuman Therapeutic Product to such customers