definiens: shall mean : ( A ) with respect to Product manufactured by a Third Party, a Party ’s cost of procuring such Produ ct on an arms ’ length basis ; or ( B ) with respect to Product manufactured by a Party or one of its Affiliates, ( 1 ) Direct Costs in curred, on a cash basis, by such Party or one of its Affiliates to manufacture such Product, including Direct Costs of purchasing, inspection, quality assurance, quality control, storage, scrap and training, and ( 2 ) a por tion of depreciation, amortization, interest expense, utili ties, rent, maintenance and repairs, insurance and other manufacturing overhead ( the ) allocable to Product as determined by the follow ing formula : the Manufacturing Overhead multiplied by a fraction, the numerator of which is the number of direct labor hours of individuals who spent time on the pr oduction of Product at a plant at which Product is manufactured, and the denominator of which is the n umber of direct labor hours devoted to the producti on of all products at such plant when the plant is operating at full capacity, provided that Manufacturing Costs shall exclude costs associated with excess capacity, sell ing costs ( including, without limitation, marketing, advertising, salaries and commissions ), corporate o verhead, costs that are otherwise attributed as Dir ect Development Costs or Direct Commercialization Costs under this Agreement, royalties ( earned or paid up ) and other amounts payable to Third Parties under any li cense taken by a Party in connection with the manuf acture of the Product, and all amounts spent on research and development ; provided, however, that any amount determined pursu ant to clause ( B ) shall not exceed the amount that a qualified Third Party manufacturer would charge for supplying comparable quantities of the relevant Pr oduct in a timely manner on reasonable and customary terms a nd conditions