definiens: ) as defined below in supplying the VILAZODONE to such sub - licensee ( subject to audit by MERCK KGAA ), then this additional amount shall also be considered as part of a royalty payment to GENAISSANCE as considered in this subsection d. means GENAISSANCE 's actual cost paid to THIRD PARTIES, including any profits paid to such THIRD PARTIES, to manufacture VILAZODONE API or the PRODUCT in the final packaged form, or to the extent not procured from a THIRD PARTY, its Fully Absorbed Standard Costs . FASC " means the fully allocated cost of manufacturing, which shall comprise all direct costs ( including labor, materials, energy, utilities, quality control or other costs incurred directly in the manufacturing of PRODUCT ) and indirect costs ( including 321120 Execution Version September 21h . 2004 EMD68843 administrative labor costs, manufacturing facility and equipment maintenance, relevant insurances, and depreciation of manufacturing equipment and manufacturing ) specifically allocable to the production of the PRODUCT . Such calculation shall be based upon accepted contract manufacturing industry standards ( including those relating to the allocation of idle capacity and overhead ) and GAAP . Prior to the commencement of any manufacturing by GENAISSANCE, the PARTIES shall agree to more detailed provisions concerning the determination of FASC in this manner consistent with the ~ proviSions of this definition