definiens: means, with respect to any obligation of [COMPANY] under this Agreement tocompensate [COMPANY] for costs incurred by [COMPANY] or activities performed by [COMPANY], that [COMPANY] will ( a ) bear all of theinternal costs and external costs that [COMPANY] may incur in connection with the same ; ( b ) reimburse [COMPANY] for allexternal costs incurred by [COMPANY] in connection with the same ; and ( c ) reimburse [COMPANY] for all internal costs incurredby [COMPANY] in connection with the same in accordance with the applicable FTE Rate ; provided that, notwithstanding theforegoing, [COMPANY] will not be required to pay any such costs unless, with respect to any activities which are performedat [COMPANY] ’s Cost hereunder, ( x ) [COMPANY] provides [COMPANY] with an estimate of the total costs to be paid by [COMPANY] withrespect to such activity prior to commencing such activity, and ( y ) in the event the actual costs are [ ... * * * ... ] % ormore of the amount estimated by [COMPANY] pursuant to ( x ), [COMPANY] will report to [COMPANY] on such overrun and the reasonstherefor and [COMPANY] will be entitled, at its discretion, to cease the applicable activity without becoming obligated to payany further costs