definiens: means : ( a ) With respect to Licensed Product manufactured by [COMPANY], its fully -burdened costs ( including the costs associated with product testing and release activities ) of producing ( including startup and validation but excluding what will be covered under Section 4.3.3 ) and packaging Licensed Product for sale in a given country, determined in accordance with the applicable Accounting Standard, based on the sum of the following components : ( i ) direct costs, including manufacturing labo r and materials directly incurred in producing and packaging such Licensed Product ; ( ii ) manufacturing and accounting personnel costs incurred by [COMPANY] and attributable and reasonably allocable to the manufacture of Licensed Product, including quality labor and manufacturing and quality supervisory services, depreciation, and other operating and administrative costs which of the manufacturing, quality and accounting departments and associated occupancy costs which are allocable to such company departmen ts based on space occupied or headcount, or other activity based method of allocation ; ( iii ) any other reasonable and customary Out -of - Pocket Costs incurred by [COMPANY] for the testing, transport, customs clearance, duty, insurance and/or storage of such Licensed Products, including payments made by [COMPANY] to Third Parties for filing, finishing, packaging, labeling, testing, storage and shipment of such Licensed Product and [COMPANY] ’ handling cost with respect thereto, as applicable ; and ( iv ) [COMPANY] ’ reasonably allocated share of cost of Licensed Product process improvements developed by [COMPANY] or a Third Party on behalf of [COMPANY] . For Licensed Products manufactured by [COMPANY], Manufacturing Cost will not include any general corporate overhea d, any excess capacity cost or charges or cost for process development ( except to the extent expressly provided above )