definiens: or means, with respect to Finished Product Manufacture d and supplied to Marathon by Faes under Section 6, the sum of the Direct Expenses and Manufacturing Overhead incurre d by Faes in, and reasonably allocable to, the Manufactu re of such Finished Product, where, as used herein : ( a ) means ( i ) those direct material and labor expenses which are incurred specifically to Manufacture such Finished Product, including costs of raw materials . Direct labor expe nses include salary and fringe benefits ( but exclude amounts ass ociated with equity compensation or option plans ) f or personnel directly involved in the Manufacture of such Finish ed Product in accordance with specified quality req uirements ( e.g., cGMP, ISO ) such as production, quality control, qu ality assurance and other personnel who participate directly in the production of such Finished Product and components thereof, and ( ii ) logistics expense s for supplying such Finished Product to Marathon, includ ing import and export duties, applicable Taxes, rea sonable and customary brokerage fees, shipping insurance fe es, port fees and storage fees, shipping and handli ng, quality control and quality assurance . Direct Expenses shal l also include reasonable out - of - pocket payments to Third Parties for direct services performed in the Manufa cture of such Finished Product or components thereo f ; and ( b ) means a reasonable allocation of other Manufacturin g expenses associated with the Manufacture of quantities of su ch Finished Product, including ( i ) Faes personnel s upporting the direct Manufacturing of such Finished Product, including labor and materials for quality control, quality assurance, raw material acquisition and acceptance, document control, calibration / validation of equipm ent used in the Manufacture of such Finished Product and other similar expenses, ( ii ) depreciation of or rent / leas e expenses for property, plant or equipment used in the Manufa cture of such Finished Product, ( iii ) direct plan m anagement ( e.g., supervisors and purchasing ), ( iv ) plant services ( e.g., engineering and production planning ) associated wi th the Manufacture of such Finished Product, ( v ) plant maintenance, ( vi ) costs of plant fire insurance co verage, and ( vii ) other direct Manufacturing costs associated w ith the Manufacture of such Finished Product, in ea ch case to the extent incurred by Faes in connection with the Manufacture of such Finished Product and reasonably allocable to the Manufacture of such Finished Product