definiens: shall mean [COMPANY] 's man ufacturing costs for Product, which shall consist of ( i ) to the extent P roduct is manufactured by [COMPANY], [COMPANY] 's fully - allocated manufacturi ng cost ( including overhead, as determined and allocated in accordance with customary accounting practices of [COMPANY] ), but excluding co sts for excess manufacturing capacity not reasonably related to pr ojected demand for Product, the whole as computed using standard accou nting procedures of [COMPANY], applied on a consistent basis in accordan ce with GAAP, and ( ii ) to the extent Product is manufactured by a third Pe rson on behalf of [COMPANY], reasonable amounts actually paid to the t hird person for such Product, which shall, in any event, be no more than which would be paid to an independent third Person in an arm 's length tran saction ; in each case, supported by appropriate documentation