definiens: means a Generic Equivalent to the applicable Solodyn Product, the sale of which is not pursuant to a license granted by [COMPANY] and is not otherwise supplied by or sold under authority of [COMPANY] . ] 1.19 means ( each of the following to be determined in accordance with GAAP applied in a manner consistent with past practices of [COMPANY] ) ( a ) the delivered cost to [COMPANY] of a Existing Product or Generic Subsequent Product for use or sale in the Territory if a Third Party ( or [COMPANY] ) is the manufacturer of such Existing Product or 4 OC\998628.2 CONFIDENTIAL TREATMENT REQUESTED BY : MEDICIS PHARMACEUTICAL CORPORATION CIKNo.0000859368 Generic Subsequent Product provided that such Existing Product or Generic Subsequent Product is provided pursuant to an arms - length and commercially reasonable agreement, or ( b ) where [COMPANY] is itself the manufacturer, the sum of Materials Costs, labor costs, Overhead and Freight And Taxes incurred by [COMPANY] to produce such Existing Product for use or sale in the Territory, including the costs of rejected or failed batches of such Existing Product . As used herein, means [COMPANY] 's procurement costs for ( i ) raw materials ( both active and inactive ingredients ), and ( ii ) packaging, labeling and storing materials, incurred in connection with the manufacture, testing, labeling, purchasing and distribution of such Existing Product ; means all indirect costs of manufacturing such Existing Product including, without limitation, insurance, inspection, testing, quality control and quality assurance, depreciation, maintenance and repair costs, all as determined in accordance with the U.S. GAAP, and means all insurance, freight and shipping charges, import taxes and duties and similar taxes and duties levied by the United States or other government entity with jurisdiction, and port and loading charges, all to the extent not already deducted under Distribution and Sales Costs