definiens: shall mean the fully - bu rdened cost incurred by the Service Provider and it s Affiliates during any applicable month to provide the Services . For p urposes of this definition, the fully - burdened cost includes without limitation : ( i ) the costs of any m aterials used in providing the Services ; ( ii ) the s alary, benefits ( if any ) ( including without limitation, me dical plans and 401(k ) or other retirement plans ), and employment taxes ( if any ) of all the Service Provid er ’s employees involved in providing such services ( excluding, however, any compensation that is provi ded to an employee or independent contractor in the form of equity instruments, options to acquire stoc k ( stock options ), rights with respect to ( or deter mined by reference to ) equity instruments or stock option s, or any non - cash compensation provided by a third party to an employee or independent contractor ) ; ( i ii ) related overhead expenses ( including, without limitation, cost of facilities and utilities costs, insurance, and the cost of all general support, op erational and business services ) ; ( iv ) any and all licensing fees paid or payable to Third Parties for any intellect ual property incorporated into such services ; and ( v ) a ny depreciation, amortization or other cost recover y for financial accounting purposes related to assets of the Service Provider to the extent such assets are used in providing the Services ; provided, however, that the fully - burdened cost shall not include costs incurr ed by the Service Provider to engage a Third Party for th e purpose of providing Services pursuant to Section 3.4 of the Agreement