definiens: means, with respect to Eagle ’s Manufacture or acquisition of a unit of a Product and supply thereof to MDCO, Eagle ’s external costs, determined in accordance with GAAP by Eagle and consistent with Eagle ’s financial reports in theordinary course of its business, which costs shall include : ( a ) the cost of goods produced, which shall include direct material, excipients, active pharmaceuticalingredients, overhead and Third Party expenses, but, notwithstanding anything to the contrary herein, shallnot include any intellectual property acquisition or licensing costs or royalties directly allocable to theManufacture, use, offer for sale, sale or importation of such Product ; ( b ) costs incurred by Eagle for the packaging, transport and storage of such unit of such Product directlyallocable to the Manufacture of such Product ( including the costs for containers, freight, duties, insurance, and warehousing ) ; and [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended