definiens: means Supplier 's actual cost of ( a ) raw materials ( including the 4 genetic sub - units ), ( b ) direct labor plus ( c ) Factory Overhead, in each case, used in manufacturing the Products plus a pro - rata allocation of administrative, supervisory and support personnel expenses ( if such expenses are primarily related to the supply hereunder of the Product ) . Such costs and expenses shall be consistently applied and shall be determined and allocated in a manner consistent with generally accepted accounting principles in effect in the 2492550 - 10 2 United States from time to time . Raw materials and direct labor are the actual cost of materials and labor consumed to manufacture the Products . includes an allocation of building and equipment depreciation and rent and utilities . Further, Manufacturing Cost shall exclude any cost or expenses paid by [COMPANY] and expenses related to ( i ) research and development, ( ii ) marketing and sales and, ( iii ) finance, legal and other general corporate overhead . Manufacturing Cost shall be detennined in accordance with, and shall be subject to, Exhibit B