definiens: means, with respect to a Development Compourld supplied by NovaCa1 or a ~icensed Product supplied by [COMPANY] hereunder, amowrts incurred or accounted for by N'ovaCal for the sum of ( l ) Actual Mate - rials Cost, ( ii ) Actual Labor Cost, and ( iii ) Allocable Overhead . in each case calculated in accordance with GAAP ; provided, however with respect to Development Compound ( or component thereof ) acquired or licensed by NovaCal from a Third Party or a Licensed Produet ( or c, omponent thereof ) acquired or licensed by [COMPANY] from a third Party, the Manufacturing Costs for such Development Compound or r .icen ~ erl Product, as applicable, ( or component " thereof ) shall be deemed to he the arnoWlt paid therefor to such Third Party, plus Actual Materials Cost, Acfaal J, abor Cost, Allocable Overhead incurred or accounted fOT hy NovaCal or [COMPANY], and licensing fees ( if any ) paid to Third Parties, as applicable for the quality control, storage, handling, processing, preparation and transfer of such purchased Development Compound or Licensed Product