definiens: shall mean the aggregate dollar amount of the following charges related solely to the cancellation, in connection with a termination of this Agreement permitted by Section 2.6 ( c ) at the following rates : ( i ) non - returnable parts and material in stock, at [COMPANY] 's actual cost ; ( ii ) Panther instruments, at the Transfer Price rate determined under Section 3.2 times the percentage each such Instrument has been finally completed ( final completion meaning completion to the point of meeting Shipping Criteria ) ( iii ) STRA TEC labor costs directly and solely related to such termination ( including, but not limited to, working with vendors, packing items for shipment, and development cell tear - down ) at [COMPANY] 's then full normal and customary rates, including profit ; ( iv ) a payment in the amount o ~ ne million dollars ( US$ 1,OOO, OOOj as .~ .'t ' 1f.­compensation to [COMPANY] for having allocated resources to development and production planning activities ; ( v ) costs reasonably incurred by [COMPANY] in preparing for production of 20f35 563235 v l / SD * * * Confidential Treatment Requested Pre - Production Instruments under this Agreement and Production Instruments under the Supply Agreement ; and ( vi ) any other direct costs incurred by STRA TEC as a sole result of such termination ( including without limitation vendor cancellation fees or non - cancelable vendor commitments ) at the actual cost to [COMPANY] . [COMPANY] shall use its best efforts to minimize Cancellation Charges