definiens: means with respect to any Licensed Product Manufactured by or on behalf of a Party, such Party ’s costs of Manufacturing such Licensed Product, which shall be the sum of the following components : ( a ) direct costs, including manufacturing labor and materials directly used in Manufacturing such Licensed Product by such Party or its Affiliatesand allocated supervisory costs of the manufacturing department ; ( b ) direct labor and allocated supervisory costs of non - manufacturing departments ( such as quality and regulatory ) attributable to such Licensed Product ; ( c ) an allocation ofdepreciation of facilities, machinery and equipment used in Manufacture of Licensed Product ; ( d ) toll process and other chargesincurred by such Party or its Affiliates for outsourcing the Manufacture of the Licensed Product and the cost of supervising andmanaging the Third Party manufacturers, and of receipt, incoming inspections, storage, packaging, handling quality controltesting and release of the outsourced items ; ( e ) allocated general and administrative costs, including, without limitation, purchasing, human resources, payroll, legal, maintenance, information system and accounting, attributable to such LicensedProduct ; and ( f ) any other reasonable and customary out - of - pocket costs borne by such Party or its Affiliates for the testing, transport, customs clearance, duty, insurance and/or storage of such Licensed Product