definiens: shal l mean, with respect to a particular Product sold by PENINSULA ( or its Affili ate or sublicensee ) hereunder, the sum of : ( a ) either ( i ) [ * ] purchas e price of the Compound from TAKEDA, if the Compound in such Product was purchas ed from TAKEDA, or ( ii ) [ * ] percent ( [ * ] % ) of the actual out - of - pocket costs incurred, paid or borne by PENINSULA in the manufacture and quality check of t he Compound, if PENINSULA manufactures or has a third party manufacture on it s behalf the Compound included in such Product ; plus ( b ) [ * ] percent ( [ * ] % ) of the actual out - of - pocket costs incurred, paid or borne by PENI NSULA to process the Compound into and package the Product and quality check ( or have a third party contractor perform such processing and packaging ) . in subclause ( b ) above may include [ * ] % of the actua l purchase price of any raw materials other than the Compound and insurance pay ments relating thereto, provided that any such consideration is commerciall y reasonable . It is understood that any payment to third party(ies ) by PENINSULA to obtain a license under such third party 's patent or other intellectu al property rights without which license the above mentioned manufacturing, pr ocessing or packaging would constitute an infringement of such patents or other intellectual property rights, which shall be treated pursuant to Section 3.4, if [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WIT H THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES A CT OF 1933, AS AMENDED