definiens: means, with respect to the supply of Licensed Product : ( a ) where Esperion or its Affiliates Manufacture such Licensed Product, t he reasonable internal and external costs incurred by Esperion and its Affiliates in Manufacturing such Licensed Product, including the fully allocated cost of Manufacture of such Licensed Product, consisting of direct material and direct labor costs ( incl uding direct material and direct labor costs incurred for facility start -up for such Licensed Product ), plus overhead directly attributable to the 4 [ * * * ] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTE D. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b -2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Manufacture of such Licensed Product ( including all directly incurred Manufac turing variances, inventory write -offs and a reasonable allocation of related Manufacturing administrative, freight, distribution, facilities operations and facilities depreciation costs for such Licensed Product, all calculated in accordance with GAAP ), and ( b ) where such Licensed Product is Manufactured by a Third Party manufacturer, the actual fees paid by Esperion to the Third Party for the Manufacture and supply of such Licensed Product . For the avoidance of doubt, such Cost of Goods shall not include a mark -up or profit for Esperion