definiens: means, with respect to Product, actual costs and expenses incurred or accounted for by [COMPANY] or its Affiliates allocable to the sourcing and man ufacture of Product ( and the components thereof inc luding the Drug Substance ) ; provided, however with respect to Product ( and the components thereof including the D rug Substance ) acquired by [COMPANY] or its Affiliates fr om a Third Party, the COGs for such Product ( and th e components thereof including the Drug Substance ) sh all be deemed to be the amount actually paid theref or to such Third Party or incurred by [COMPANY] or its Affi liates for such Product ( and the components thereof including the Drug Substance ), including the transfer price p ayable by [COMPANY] or its Affiliate to a Third Party Supplier, and all out - of - pocket costs incurred by [COMPANY] ( or its Affiliate ) for handling, intake testing, and h olding and storing of Product, including any special packaging expenses, Taxes, inspection fees and other similar out - of - pocket charges applicable to the shipping and trans port of Product purchased by [COMPANY] or its Affilia te, in all cases for or allocable to Product in accordance wit h Accounting Standards