definiens: means, with respect to Licensed Products, on a Licensed Product - by - Licensed Product basis, thereasonable internal and external costs incurred by [COMPANY], its Affiliates or US Sublicensees with respect to the Manufacture ofsuch Licensed Product ( including devices or delivery systems used for dispensing or administering such Licensed Productthat are packaged with such Licensed Product ), including : ( a ) to the extent that any aspect of the Manufacturing of a Licensed Product or any component, subunit or portion of aLicensed Product is performed by [COMPANY] or any of its Affiliates or US Sublicensees, the following costs of Manufacturing suchLicensed Product, or any component, subunit or portion of a Licensed Product, as applicable : ( 1 ) direct costs of * utilized inManufacturing such Licensed Product, including any scrap ; ( 2 ) direct * attributable to Manufacturing such Licensed Product;(3 ) * attributable to Manufacturing such Licensed Product, including, without limitation, * engaged in Manufacturing, basedon * ; and ( 4 ) [COMPANY] ’s, its Affiliates ’ or US Sublicensees ’ * allocated to Manufacturing, including *, all calculated inaccordance with GAAP in the United States consistently applied, ( b ) to the extent that any aspect of the Manufacturing of a Licensed Product or any component, subunit or portion of aLicensed Product is performed by Third Parties, the actual fees paid by [COMPANY] or its Affiliates or US Sublicensees to such ThirdParties for the Manufacture of such Licensed Product, or any component, subunit or portion of a Licensed Product, asapplicable, including, without limitation, * incurred by [COMPANY], or its Affiliates or US Sublicensees in managing or overseeingthe Third Party relationship ( but excluding [COMPANY] ’s, its Affiliates ’ or US Sublicensees ’ general and administrative costs withrespect thereto ), and ( c ) royalties, license or other fees paid by [COMPANY], any of its Affiliates or US Sublicensees to Third Parties with respect tothe Manufacture of such Licensed Product, net of any reduction in royalties payable to [COMPANY] pursuant to Section 3.3.4on account of such royalties, license or other fees