definiens: means, with respect to the supply of Licensed Dru g Candidate or Licensed Product : ( a ) where Repare or its Affiliates Manufacture such Licensed Drug Candidate or Licensed Product, the reasonable internal and external costs incurred by Repare and its Affiliates in Manufacturing such Lic ensed Drug Candidate or Licensed Product, including the fully allocated cost of Manufacture of such Licensed Drug Candidate or Licensed Product, consisting of direct material and direct labor costs ( including direct material and labor costs incurred for facility start - up ), plus o verhead directly attributable to the Manufacture of such Licensed Drug Candidate or Licensed Product ( including all d irectly incurred Manufacturing variances, inventory write - offs and a reasonable allocation of related Manufac turing administrative, freight, distribution, facil ities operations and facilities depreciation costs for su ch Licensed Drug Candidate or Licensed Product, but in all cases excluding corporate administrative overhead o r [ * * * ] ), all calculated strictly in accordance wit h GAAP, and ( b ) where such Licensed Drug Candidate or Licen sed Product is Manufactured by a Third Party manufacturer, the actual fees paid by Repare to the Third Party for the Manufacture and supply of such Licensed Drug Candidate or Licensed Product and vendor manag ement costs