definiens: means a Party 's cost of producing the Product, computed in accordance with GAAP applied on a consistent basis . Such costs shall include the reasonable, out of pocket cost ( Whether incurred directly by such Party or invoiced by any Third Party ) of all raw materials, labor and overhead for manufacturing, formulation, storage, filling, finishing, labeling, packaging, quality assurance and quality control, Shipping and distribution costs, and technical support incurred directly and exclusively for, or proportionately allocated to, the production of the Product, any value added taxes or transportation charges, and any royalties ( other than royalties payable pursuant to Third Party Licenses ) paid pursuant to licenses in connection with the manufacturing process or materials used . Until such time, ifever, as [COMPANY] manufactures Relaxin Materials andlor ProdUct, [COMPANY] ' COGS shall equal the net amount invoiced by Contract Manufacturer(s ) allocable to the Product for [COMPANY] plus ten percent ( 10 % )