definiens: means the amount of COGS saved in the production of an Improved Product, as determined bysubtracting the actual COGS of the Improved Product at the time of its respective sale ( including any manufacturing royaltiespaid to any Third Parties ) from the COGS of the Existing Product prior to it being improved under the Fibroblast Program(including any manufacturing royalties paid to any Third Parties ) . In accord with this Section 1.8, Fibrocell may exclude fromCOGS Savings any amount of saved COGS that is attributable to a COGS improvement realized in the Improved Productthrough Fibrocell ’s efforts independent of the Fibroblast Program and without use of the [COMPANY] Channel Technology, [COMPANY] IP, and [COMPANY] Materials . Before Fibrocell may exclude any amount from COGS Savings under the previoussentence, ( i ) Fibrocell must provide in advance of any payment due under Section 5.3(c ) written documentation to the JSCidentifying, and supplying a supporting calculation evidencing, any amount it believes should be excluded from COGSSavings, and ( ii ) the final amount that will ultimately be excluded will be established by mutual agreement of the Parties . Forclarity, the mechanism of the previous sentence for establishing the final amount of any exclusion from COGS Savings is notsubject to final decision making authority of the JSC or any other Committee, and if mutual agreement of the Parties cannotbe reached any dispute will be resolved in accord with Article 11 . Any caclulation by the Parties of COGS Savings under thisAgreement shall apply consistent calculations to both the Existing Product and the Improved Product, and shall be exclusiveof any payments made to [COMPANY] pursuant to Section 4.7 and Section 5.3