definiens: means the fully burdened cost of Manufacturing Licensed Products ( orother component(s ) contained therein or placebo, as applicable ), including any devices and otherdelivery technologies that are packaged or otherwise distributed with such Licensed Product, to beused in the calculation of Cost of Goods Sold, which equals the sum of ( a ) Direct Costs and IndirectCosts ( each as deﬁned below ) incurred by a Party, ( b ) the amounts paid by a Party to a Third Partycontract manufacturer as invoiced to such Party, including any fees paid to such Third Party asprepayments or to reserve capacity for the Licensed Products and any cancellation or earlytermination fees ( provided that the Party incurring any cancellation or early termination fees usedcommercially reasonable eﬀorts to mitigate such fees ), and any value - added tax or similar tax due foramounts paid to such Third Party directly attributable to such Licensed Product, and any capitalexpenditures to the extent incurred for the Licensed Product, and ( c ) direct distribution expense(including without limitation, freight, postage, shipping, customs, duties and insurance charges)incurred for such Licensed Products, except to the extent such expenses were included in calculatingBPM Net Sales or [COMPANY] Net Sales, as applicable, in each case, ( i ) without any mark - up ; providedthat the Parties will share depreciation of any internal capital expenditures, if any, to the extentincurred for the Licensed Product, and ( ii ) but including any Direct Costs or Indirect Costs incurred bya Party to supervise and coordinate the foregoing activities performed by a Third Party