definiens: or . Cost of Goods or COGs shall mean:1.19.1 in the case of items purchased by a Party or any of its Affiliates or licensees from Third Parties, the reasonableOut - of - Pocket Costs actually incurred by such Party or any of its Affiliates or licensees in purchasing such items and all Out - of - Pocket Costs actually incurred by such Party or any of its Affiliates or licensees in managing or overseeing the Third Partymanufacture ; and1.19.2 in the case of items manufactured by a Party or its Affiliates or licensees, costs incurred by such Party or itsAffiliate or licensees in the actual manufacturing of a Product, established on a regular, standard basis in accordance withgenerally accepted cost accounting procedures and Accounting Standards as consistently applied by such Party, its Affiliatesor licensees, expressed on a per unit basis . The Parties agree that COGS pursuant to this Section 1.19.2 shall be determinedpursuant to a fully transparent detailed cost calculation and agreed upon in advance by both Parties