definiens: means, with respect to a Product of a Party, the costs incurred by or on behalf of such Party that are directly attributable and reasonably allocable to the manufacturing and/or acquisition of such Product or components thereof, and supplying of such Product, all in accordance with ( as applicable to the selling Party ) GAAP or IFRS, and specifically : ( a ) If the Product is manufactured by such Party, the Cost of Goods Sold shall consist of the actual cost of manufacturing, including materials costs, labor costs, and reasonable allocation of standard manufacturing overhead for the Product ( processing, quality assurance testing, filling, finishing, packaging labeling the Product ; and a reasonable allocation of the production department 's utilities, maintenance, engineering, safety, insurance, plant management ( including plant human resources and finance ), and depreciation of capital equipment costs solely to the extent such capital equipment is used to manufacture such Products calculated in accordance with generally accepted accounting principles consistently applied across such Party 's Products ) ; ( b ) If the Product or component of a Product is manufactured by a Third Party manufacturer, the Cost of Goods Sold shall consist of ( i ) such Party 's actual cost of acquiring the Product or component from such Third Party manufacturer ; plus ( ii ) such Party 's cost of additional manufacturing, including materials costs, labor costs, and reasonable allocation of standard manufacturing overhead as defined in Subsection ( a ) of this Article 1.5