definiens: means, with respect to the supply of Product, the reasonable internal and externalcosts [COMPANY] and its Affiliates incurred in Manufacturing or having Manufactured such Product, including : ( a ) to the extent that suchProduct is Manufactured by [COMPANY] or its Affiliates, the fully allocated cost of Manufacture ofsuch Product, consisting of direct material and direct labor costs, plus Manufacturing overheadattributable to such Product ( including facilities start - up costs, all directly incurred Manufacturingvariances and a reasonable allocation of related Manufacturing administrative and facilities costsand depreciation for such Product, but excluding corporate administrative overhead and/or costsassociated with excess capacity ), all calculated strictly in accordance with GAAP, and ( b ) to theextent that such Product is Manufactured by a Third Party manufacturer, the actual fees paid byAlnylam and its Affiliates to the Third Party for the Manufacture, supply and packaging of suchProduct