definiens: shall mean, with respect to API or Product ordered by and delivered to Partner pursuant to the SupplyAgreement, ( a ) to the extent manufactured by Third Party contractor(s ) of [COMPANY], ( i ) the actual amount paid by [COMPANY] to such Third Partycontractor for such API or Product ( or any component thereof ), plus ( ii ) [COMPANY] ’s direct labor costs and reasonably allocated overhead, ineach case, specifically allocable to the oversight of manufacture and supply of such API or Product ( or any component thereof ) by such ThirdParty contractor, calculated in accordance with generally accepted accounting principles and [COMPANY] ’s then prevailing standard proceduresfor calculating cost of goods, applied consistently across all of [COMPANY] ’s products, and ( b ) to the extent manufactured by [COMPANY], Bioprojet’sactual costs of materials, direct labor costs, reasonably allocated overhead ( but excluding allocation of idle capacity ), and quality control andtesting costs, in each case specifically allocable to the production and delivery of such API or Product ( or any component thereof ), calculatedin accordance with generally accepted accounting principles and [COMPANY] ’s then prevailing standard procedures for calculating cost of goods, applied consistently across all of [COMPANY] ’s products