definiens: means the auditable cost of goods calculated in accordance with the followingmethod : ( a)The costs to manufacture and deliver the Licensed Product and related inputs and services ( includingLicensed Product quality assurance / control and other services such as release testing, stability testingand all indirect and overhead amounts allocable to such manufacturing, delivery, and related inputsand services ) with respect to the applicable Licensed Product manufactured directly by ATHENEX itbeing understood and agreed that the costs will equal the costs of manufacturing the Licensed Productother direct, and other identifiable costs related to the manufacturing and supply of the LicensedProduct, and waste losses including two concepts individually identifiable, ( i ) waste occurred duringmanufacturing process and ( ii ) non - conforming Licensed Products, both types or waste will beassessed based on historical performance and consistent with industry practice . Maximum wastes andrejected product ( non - marketable products ) shall not represent an accumulated amount higher than acap that will be determined in good faith between the Parties based upon the actual level of wastesand rejected products reached