definiens: means, with respect to a Collaboration Product, a ctual costs and expenses incurred by the Parties or their Affiliates allocable to the sourcing and Manufacture of such Collaboration Pro duct ; provided, however, that with respect to a Collabora tion Pro duct acquired by the Parties or their Affiliates from a Third Party, the Cost of Goods Sold for such Collaboration Product shall be deemed to be the amount actually paid therefor to such Third Party o r incurred by the Parties or their Affiliates for s uch Collaboration Product, including the transfer price payable by the Parties or their Affiliates to such Third Party, and all out - of- pocket costs incurred by the Parties and their Affi liates for handling, intake, testing and holding and storing such Collabora tion Product, including any special packaging expen ses, taxes, inspection fees and other similar out - of- pocket charges applicable to the shipping and trans port of such Collaboration Product purchase by the Parties or th eir Affiliates, in all cases for or a llocable to such Collaboration Product in accordance with Accounting Standards