definiens: and shall mean ( 1 ) RPR 's fully allocated cost of obtaining IND and NDA approvals ( or equivalent regulatory approvals in foreign countries ), including the direct cost of raw materials and labor utilized plus an appropriate allocable share of all research overhead, both fixed and variable, but not including any general or administrative overhead, in accordance with generally accepted accounting principles and the normal accounting practices for all other services provided for in the applicable facility, plus ( 2 ) payments made to Noven under the provisions of Articles 4.2(a ) and 4.2(b ) of this License Agreement prior to the Restatement Date and under Article 1 of the Warrant Agreement between RPR and Noven dated as of the Original Execution Date, less the greater of 1,000,000 times that portion of the market price, as of the time of determination of the Cost of Investment, of Nov en common stock, 0.0001 par value, that exceeds eight United States PHl_A 1266054 v 8 2 dollars~ or RPR 's total proceeds on the sale of any Noven stock acquired pursuant to said Warrant Agreement, less the exercise : : price paid for any such stock