definiens: shall mean one hundred percent ( 100 % ) of Obligor ’s fullyburdened Manufacturing cost of any Commercial Capsule incorporated into a Licensed Product, including but not limited to the cost of goods produced as determined by the Person performing(or contracting with a Third Party to perform ) each stage of the Manufacturing process, includingbut not limited to facility costs, depreciation of capital expenditures, direct labor and equipmentcosts, material costs, product quality assurance / control costs ( including testing ), processimprovements, manufacturing scale - up, manufacturing site qualification, manufacturing supportcosts conversion costs and overhead costs, all to the extent reasonably attributable to theManufacture of such Commercial Capsules, as well as any other costs borne by theManufacturing Person for transport, customs clearance and storage of Commercial Capsules, and inventory adjustments incurred in the normal course of business ; provided, however, that shall not include the cost of any Protein and shall not exceed $ [ * * * ] per Commercial Capsule