definiens: or means the fully - burdened aggregate reasonable direct and indirect costs andexpenses incurred and recorded in manufacturing a Product consisting CONFIDENTIAL TREATMENT REQUESTEDFOIA EXEMPTION CLAIMED AND PRIOR NOTIFICATION REQUESTED BEFORE ANY DISCLOSURE 10 Execution Version solely of : ( a ) direct labor costs ( salaries, wages, employee benefits, overtime costs and shift premiums ) ; ( b ) directmaterials ( including raw materials and intermediates and packaging ) costs ; ( c ) operating costs of facilities andequipment ( including start up and cleaning costs of production ) ; ( d ) quality, release and in - process control costs;(e ) charges for reasonable spoilage, scrap, obsolescence, or rework costs ; ( f ) amounts ( without markup ) that are paidto a Third Party, in connection with the manufacture of such Product or any component thereof ; ( g ) the reasonableallocation of facility overhead, both fixed and variable, to such manufacturing operation ( including the allocable costsof administrators and managers overseeing manufacturing and production, materials management, storage andhandling, manufacturing and employee training, insurance costs, and the cost of packaging and labeling, ifapplicable ) ; and ( h ) tariffs, duties, excises, sales taxes or other taxes imposed and paid ( excluding national, state orlocal taxes based on income ), in each case ( ( a ) through ( h ) ), to the extent specifically identifiable to the manufactureof such Product as determined in accordance with the applicable accounting standards