definiens: shall mean the cost of Generic Product shipped in either bulk or final therapeutic form, as applicable . As used herein, the cost of Generic Product means ( a ) in the case of products and services acquired from Third Parties, payments made to such Third Parties, including without limitation, royalties paid to Pierre Fabre or other Third Parties, and ( b ) in the case of manufacturing services performed by Forest or its Affiliat(,:s, including manufacturing services in support of Third Party manufacturing, the actual unit costs of manufacture in bulk foml or final manufacturing, as the case may be, plus the variances and other costs specifically provided tor herein . Actual unit costs shall consist of direct material and direct labor costs and Allocable Overhead specifically attributable to ' the Generic Product at standard unit costs, all calculated in accordance with reasonable cost accounting methods, consistently applied, of Forest . Direct material costs shall include the costs incurred in purchasing materials, including sales and excise taxes imposed thereon and customs duty and charges levied by government authorities, and all costs of packaging components . Direct labor shall include the cost of employees engaged in direct manufacturing activities and direct or indirect quality control and quality assurance activities who are directly employed i~ Generic Product manufacturing and packaging . Allocable Overhead included in Cost of Goods shall include other indirect costs associated with the operating unite s ) manufacturing Generic Product for the Licensed Territory . Such Allocable Overhead will include, but not be limited to, expenses associated with : warehousing of Generic Product in the Licensed Territory ; quality assurance, manufacturing and engineering associated with the operating unit(s ) manufacturing Generic .Product for the Licensed Territory ; and depreciation, repairs and maintenance, insurance and property taxes associated with the plant(s ) manufacturing Generic Product for the Licensed Territory . Allocable Overhead will riot include costs associated with capacity not incorporated into standard unit costs . Standard unit costs will exclude costs associated with excess or unused capacity not directly related to Generic Product for the Licensed Territory