definiens: will mean a Party ’s actual cost of manufacturing ( e.g. without markup ) Licensed Product forcommercial sale in the Territory determined in accordance with Accounting Standards, and including the cost of materials, direct labor and benefits, and allocated overhead, the total expressed as Manufacturing Cost per unit of Licensed Productmanufactured . The Parties acknowledge and agree that Manufacturing Costs will never include any site remediation, closureexpenses or allocation of excess capacity charges and will only include an amount with respect to overhead that has beenprorated for the days of the year for which Licensed Product was manufactured for Commercialization hereunder . A Party’sstandard manufacturing cost for a given Calendar Year, which shall be calculated in a manner consistent with AccountingStandards and past practices, shall be used to determine the Net Profit or Net Loss pertaining to the first * * * Calendar Quartersin a given Calendar Year . Manufacturing variances attributable to the Licensed Product in a given Calendar Year will beincluded as part of the final reconciliation process for that Calendar Year pursuant to Section 6.5.2