definiens: sha ll mean the cost of production of the Compound or the Product, comprised of the sum of : ( a ) the manuf acturing cost of goods produced as determined in ac cordance with GAAP as applied by the manufacturer of such Co mpound or Product including, without limitation, di rect labor, material and product testing costs incurred in connection with the manufacture or quality contr ol testing of such product, as well as Allocable Overhead and shi pping containers, ( b ) the manufacturer ’s allocable intellectual property licensing and acquisition cos ts paid to Third Parties which are necessary for th e manufacture of such Compound or Product and ( c ) any other costs borne by the manufacturer for the tran sport, customs clearance and storage of such Compound or P roduct ( if necessary ) at the request of LICENSEE or its Affiliates or sublicensees ( i.e., freight, duty, in surance, and warehousing )