definiens: means, with respect to any Compound or any Licens ed Product, the fully absorbed cost to manufacture such Compound or Licen sed Product in finished form for Development and/or Commercialization use, which means : ( a ) in the case of products, intermediates, API and services acqui red from one or more Third Parties, all documented payments made to such Third Parties or direct material costs directly related to such products, intermediates, API and se rvices, including without limitation, all costs inc urred in purchasing materials, sales, excise and other taxes imposed thereon, customs duties, import, export an d other charges levied by Governmental Authorities, all cos ts of packaging, shipping and insuring such materia ls ; and ( b ) in the case of manufacturing services performed by a Party or its Affiliates, including manufacturing services that are reasonably necessary to support products and se rvices acquired from Third Parties as contemplated in subsection ( a ), the actual unit costs of manufactur e, with no markup of any nature . The remainder of t his definition is only applicable for determining costs of manufac turing services performed by a Party or its Affilia tes as contemplated by subsection ( b ) . Actual unit costs s hall consist of direct material costs, direct labor costs, and manufacturing overhead directly attributable to suc h Compound or Licensed Product, all calculated in a ccordance with GAAP, but without allocation of idle capacity, all to the extent provided, procured or incurred i n connection with the manufacture of such Compound or Licensed P roduct