definiens: shall mean a progra m through which COMPANY provides Licensed Products to government agencies, not - for - profit non - governmental organizations, physicians, pharmacies or patients i n identified countries at reduced costs . The countries are identified on Exhibit C he reto, which Exhibit may be amended from time to time by the Parties . ” shall mean an amount equal to COMPANY ’s costs directly allocated to the production of Licensed Pr oducts distributed under a Treatment IND or through an expanded access program or the Global Access Program, consisting of : ( i ) direct labor, including all resources utilized in support of COMPANY ’s manufacturing operations ; ( ii ) materials ; ( iii ) a reasonable allocation of overhead, facilities expense ( including depreciatio n over the expected life of the buildings and equipment ), and administrative costs directly in support of COMPANY ’s manufacturing operations and such Treatme nt IND distribution program, expanded access program or the Global Acce ss Program, if applicable, calculated by COMPANY in accordance with reasonable cost accounting methods consistent with the way COMPANY allocates such cost s to other products ; and ( iv ) third - party costs . ” 4 2