definiens: means with respect to any Product Manufactured by or on behalf of a Party, suchParty ’s costs of Manufacturing such Product, which shall be the sum of the following components : ( a ) directcosts, including manufacturing labor and materials directly used in Manufacturing such Product by such Partyor its Affiliates and allocated supervisory costs of the manufacturing department ; ( b ) direct labor and allocatedsupervisory costs of non - manufacturing departments ( such as quality and regulatory ) attributable to suchProduct ; ( c ) an allocation of depreciation of facilities, machinery and equipment used in Manufacture 6 of such Product ; ( d ) toll process and other charges incurred by such Party or its Affiliates for outsourcing theManufacture of such Product and the cost of supervising and managing the Third Party Manufacturers, and ofreceipt, incoming inspections, storage, packaging, handling quality control testing and release of theoutsourced items ; ( e ) allocated general and administrative costs, including, without limitation, purchasing, human resources, payroll, legal, maintenance, information system and accounting, attributable to suchProduct ; and ( f ) any other reasonable and customary Out - of - Pocket costs borne by such Party or its Affiliatesfor the testing, transport, customs clearance, duty, insurance and/or storage of such Product . For purposes ofclarity, all allocations under this Section shall be based on space occupied or head - count or other activity - based method