definiens: shall mean either ( a ) [ * ] percent ( [ * ] % ) of the actual, reasonable out - of - p ocket costs incurred by TAKEDA to obtain intermediates required for the man ufacture of the Compound from a third party manufacturer, or ( b ) [ * ] percent ( [ * ] % ) of the actual out - of - pocket costs incurred, paid or borne by TAKE DA to manufacture, quality check and supply intermediates required for the man ufacture of the Compound to PENINSULA . It is understood that TAKEDA may elect t o entrust the manufacture, quality check and/or supply of the Compound to a Th ird Party Manufacturer(s ) and in such event, all the reasonable consideration for such entrustment to be paid by TAKEDA to such Third Party Manufacturer(s ) for t he manufacture of such intermediates supplied to PENINSULA shall be includ ed in the Intermediate Manufacturing Cost . may include the actual purchase price of raw materials, insurance payments, and any payment to third party(ies ) by TAKEDA to obtain a license under such third party 's patent or other intellectual property rights without which li cense the manufacture of such intermediate would constitute an infringement of su ch patents or other intellectual property rights, if any, provided that any such consideration is commercially reasonable