definiens: means, for a particular period, Co st of Goods ( as defined below ) to manufacture Produ ct for sale in the Territory . For purposes of this definit ion, means [COMPANY] ’s costs of good s sold, calculated in accordance with [COMPANY] ’s standard a ccounting principles and GAAP, consistently applied, including labor and material cost, allocable deprec iation and amortization, product quality assurance/ control costs, allocable facilities costs ( e.g., sewer, wat er, property taxes ), insurance, costs actually paid to contract manufacturers ( without mark - up ) and other costs bor ne by [COMPANY] for transport, customs and duty clea rance and storage, in each case, to the extent permitted under GAAP and of Product manufactured for sale in the Territory . shall exclude costs and charges related to or occasioned by ( i ) unused manu facturing capacity not reserved for the production of Product in the Territory ; ( ii ) allocation of general corpo rate overhead ; and ( iii ) license fees, royalties or other amounts paid or payable by S2 or [COMPANY] in connection with the sale of Product in the Territory pursuant to the Up stream Agreements or otherwise