definiens: shall mean the direct and identifiable internal and external costs of Manufacturing and packagingthe Shared Product for Commercialization in the U.S., consisting of the following : ( i ) with regard to a Party ’s internalcosts and charges, Cost of Goods shall include the direct costs and charges, including direct Manufacturing plantoverhead charges reasonably allocable to the Shared Product, related to the Manufacture, packaging and shipment ofthe Shared Product, and shall exclude ( A ) the Manufacture of other products at a Party ’s facilities ; ( B ) amortization ofproperty, plant or equipment not used in Manufacturing of Shared Product for the U.S. market ; and ( C ) allocation ofgeneral corporate overhead not directly or indirectly involved in the management of Manufacturing, material procurementor product distribution ; and ( ii ) with regard to a Party ’s external costs and charges, Cost of Goods shall include theinvoiced costs and charges of suppliers of goods and services related to the Manufacture, packaging and shipment ofShared Product for the U.S. market, and any payments to Third Parties relating to the activities of manufacturing theShared Product, including upfront, milestone, royalty payment to Third Parties in relation to intellectual property licensefrom Third Parties