definiens: means the earliest of the following dates : ( a ) December 15, 2013 ; 2 ( b ) * * * ( c ) * * * ( d ) * * * 1.13 means ( each of the following to be determined in accordance with GAAP applied in a manner consistent with past practices of [COMPANY] ) ( a ) the delivered cost to [COMPANY] of a Generic Product for use or sale in the Territory provided t hat such Generic Product is provided pursuant to an arms - length and commercially reasonable agreement, or ( b ) where [COMPANY] is itself the manufacturer, the sum of Materials Costs * * * incurred by [COMPANY] to produce such Generic Product for use or sale in the Territo ry . As used herein, means [COMPANY] ’s procurement costs for ( i ) raw mater ials ( both active and inactive ingredients ), and ( ii ) packaging, labeling and stor ing materials, incurred in connection with the manu facture, testing, labeling, purchasing and distribution of s uch Generic Product ; * * * all as determined in accor dance with the U.S. GAAP