definiens: shall mean, with respect to the Manufacture of units or components ofCollaboration Compounds or Licensed Products ( including bulk drug substance ), the fully - absorbed actual cost ofsupplying the Collaboration Compounds or Licensed Products to Regulus, [COMPANY] or a designee of either such Party ascalculated under US GAAP or IFRS, as applicable, and consistent with such Party ’s or, with respect to Regulus, theapplicable Parent Company ’s, methodology for other products . Specifically this shall include:(a ) if Manufactured by Regulus ( or its Parent Company ) or [COMPANY], the Fully Absorbed Manufacturing Cost ( ) as described in Schedule 1.64, including without limitation incremental and/or reasonably allocable overhead costsincurred including : [ ... * * * ... ] provided, however, that with respect to Manufacture by Regulus or one of its ParentCompanies and if [ ... * * * ... ], the Parties shall agree in good faith to the costs with respect to the Manufacture ofCollaboration Compounds or Licensed Products, based, at least in part, on such definition ; or(b ) if Manufactured by a Third Party contract manufacturer, the actual costs of procuring such CollaborationCompounds or Licensed Products from such Third Party contract manufacturer, including any [ ... * * * ... ] payable tosuch Third Party contract manufacturer