definiens: means ( for any particular cost item ) a Party ’s internal allocation ( determined inaccordance with the last two ( 2 ) sentences of this Section 5.1 ), based on direct project headcount or other generallyaccepted activity - based accounting methods, of indirect overhead costs incurred by a Party or any of its operatingunits to support and carry out the activities of the specific business function, such as Development, obtaining ormaintaining Regulatory Filings, Manufacturing ( which, for the avoidance of doubt, shall be included solely as Cost ofGoods under the Supply Agreement ) and Commercialization, with respect to Product for the Territory, which indirectcosts may include but are not limited to : indirect labor costs ; 3.occupancy costs ; repair and maintenance costs ; office supplies and service costs ; equipment costs ; insurancecosts ; outside professional and other service costs ; and excise taxes and other taxes including those related to theU.S. Affordable Care Act . Such overhead will exclude any indirect costs associated with any excess or unusedcapacity . Except as provided herein, overhead costs of a Party or operating units that are not engaged in theDevelopment, obtaining or maintaining Regulatory Filings, Manufacturing or Commercialization of Product in theTerritory, including, by way of example only, executive management, investor relations, business development, legalaffairs, human resources and finance, will not be recoverable as Allocable Overhead or otherwise . The Partiesacknowledge and agree that each Party ’s Allocable Overhead for all applicable cost items shall be determined bymutual agreement of the Parties on an annual basis prior to each Calendar Year and such agreed - upon annualAllocable Overhead amount shall be the amount used for such Calendar Year for all calculations of AllowableExpenses hereunder . For the sake of clarity, neither Party shall be entitled to any reimbursement for AllocableOverhead that exceed such mutually agreed - upon annual Allocable Overhead amount