definiens: . Third Party shall mean any Person other than a Party or any of its Section 1.66 . Transfer Price shall mean for ( a ) API Bulk Drug Substance supplied to Fovea for use in non - clinical and Clinical Studies conducted in accordance with the Core Development Plan, the Fully Allocated Supply Cost of [COMPANY] with respect to such API Bulk Drug Substance ; ( b ) API Bulk Drug Substance supplied to Fovea for use in the Manufacture of Finished Product for commercial sale in the Fovea Territory or in the [COMPANY] Territory, one hundred twenty percent ( 120 % ) of the Fully Allocated Supply Cost of [COMPANY] with respect to such API Bulk Drug Substance ; ( c ) Finished Product supplied to [COMPANY] for use in non - clinical and Clinical Studies conducted in accordance with the Supplemental Development Plan, the Fully Allocated Supply Cost of Fovea with respect to such Finished Product ; and ( d ) Finished Product supplied to [COMPANY] for commercial sale in the [COMPANY] Territory, one hundred twenty percent ( 120 % ) of the Fully Allocated Supply Cost of Fovea with respect to such Finished Product, provided that the twenty percent ( 20 % ) mark - up under this clause ( d ) shall not be applied with respect to the portion of such Fully Allocated Supply Cost of Fovea that consists of the Transfer Price paid by Fovea for any API Bulk Drug Substance supplied by [COMPANY] to Fovea and included as a component of such Finished Product to be supplied to [COMPANY] for commercial sale . In the event that ( i ) either Party is not Manufacturing API Bulk Drug Substance or Finished Product, as the case may be, but a Related Party of such Party is acting on behalf of such Party, or an Other Related [COMPANY] Licensee is acting on behalf of [COMPANY], under Article VI hereof to Manufacture and supply API Bulk Drug Substance or Finished Product, as the case may be, or ( ii ) either Party has granted to a Related Party any right of such Party to obtain supply of API Bulk Drug Substance or Finished Product, as the case may be, from the other Party pursuant to, and in accordance with, Article VI hereof, then any reference in this definition to such Party shall be deemed to be a reference to such Related Party or such Other Related [COMPANY] Licensee, as the case may be