definiens: means, with respect to a Compound or Compounds, the aggregate of internal a nd external costs of [COMPANY] or any of its Affiliates to Manufacture s uch Compounds, equal to the sum of : ( a ) to the exte nt that [COMPANY] or any of its Affiliates performs all or any part of the Manufacturing of such Compounds, the a ctual material costs, labor costs, utilities, storage, lo gistics, and waste removal costs for, plus Manufact uring overhead reasonably allocable to the Manufacturing of such C ompounds ( including facility start - up costs, deprec iation, the cost of audits, the costs of failed batches or manu facturing variances and administrative and supervis ory costs, insurance, permitting, and similar expenses ) ; and ( b ) to the extent that Manufacturing of such Compoun ds is performed by a Third Party, the costs paid to such Third Party for such activities ( including any cost s for failed batches or manufacturing variances ), storage and wa ste removal costs related to such Manufacturing and costs of managing and overseeing such Manufacturing . To the extent that any of the foregoing costs are attribut able both to a Compound or Compounds and to one or more other [COMPANY] products or programs, such costs shall be reasonably allocated on the basis of utilization ac ross all such products and programs