definiens: means with respect to the PRODUCT and AG PRODUCT the fully -burdened cost of manufacturing, assembling, filling, and secondary packaging of the PRODUCT and AG PRODUCT packaged for shipment to the receiving party expressed on a per unit manufactured basis, including the cost of : 1.29.1 material, excipient s, primary and secondary packaging and labeling material, and 1.29.2 direct labor of supplying party employees ( including basic wages, labor and related payroll taxes and benefits ) incurred or spent in the actual production, filling, packaging and labeling of the PRODUCT and AG PRODUCT, including for reasonable and normal quality assurance, purchasing and manufacturing facility operations, and 1.29.3 overhead of supplying party ( including operating expenses, indirect labor and related payroll taxes and benefits, depreciation, taxes, insurance, rent, repairs and maintenance, and supplies ) incurred or spent in support of the actual production, filling, packaging and labeling of the PRODUCT and AG PRODUCT, but not for any cost of any unused manufac turing capacities that supplying party or its third party sub -contract manufacturer may have in excess of the requirements contained in the forecasts provided by receiving party in connection with this AGREEMENT, and 1.29.4 interim transportation, or any related transportation cost including tertiary packaging and storage of the PRODUCT and AG PRODUCT ( for greater clarity, such storage cost does not include the cost of inventory ) or any part thereof as incurred or spent by supplying party in connection with the supply of the PRODUCT and AG PRODUCT pursuant to the terms of this AGREEMENT, and 1.29.5 any third party sub -contract manufacturer as invoiced to supplying party