definiens: shall mean all of the direct and indirect costs of manufacturing agiven Licensed Product ( including rejected or failed batches ), including but not limited to : ( i ) costs of direct materials(including raw materials, manufacturing materials, scrap, yield loss, materials usage and freight ) ; ( ii ) direct production laborcosts ( including direct labor costs and related benefits ) and salaries of administrators and managers overseeing the productionof such Licensed Product ( allocated on a systematic and rational basis ) ; ( iii ) direct production costs ( which could includeamong other costs : supplies, tooling, repairs and maintenance and depreciation ) ; ( iv ) overhead costs associated with thoseactivities that support production ( including, but not limited to production supervision, indirect labor, purchasing, quality, engineering, facility, shipping & receiving ) which are allocated based on a systematic 4 CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITHTHE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, ASAMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER