definiens: means : ( a ) with respect to any material Manufactured by a Part y hereunder, the standard unit cost of Manufacture of such material, consisting of dire ct material and direct labor costs plus Manufacturi ng overhead attributable to such material ( including all direct ly incurred manufacturing variances ), all calculate d in accordance with GAAP and such Party ’s internal cost accounting procedures, consistently applied, wherein ( i ) dire ct material costs will include the costs incurred in Manufactur ing or purchasing materials for use in Manufacturin g such material, including freight costs, sales and excise taxes imposed thereon and customs duty and charges levied by Governmental Authorities, and all costs of packagin g components ; ( ii ) direct labor costs will include the costs of employees engaged in direct Manufacturing activitie s and direct or indirect quality control and qualit y assurance activities who are directly employed in Manufacturi ng and packaging such material ; ( iii ) overhead attr ibutable to such material ( 1 ) will be calculated and allocated in a manner consistent with the method used to allo cate overhead to other material Manufactured in the same facility, ( 2 ) will include a reasonable allocation of indir ect labor ( not previously included in direct labor costs ), a reaso nable allocation of administrative costs, and a rea sonable allocation of facilities costs, all in accordance w ith GAAP and such Party ’s internal cost accounting procedures, consistently applied, and ( 3 ) will not include corp orate administrative overhead or plant start - up cos ts or costs associated with excess or idle capacity ; ( b ) with respect to any material Manufactured by a Thir d Party manufacturer, ( i ) the actual price paid by such Party or its Affiliates to the T hird Party for the Manufacture, supply and packagin g of such material, and all taxes and shipping costs related thereto and the cost of any materials supplied and paid for by such Party, including Third Party processing charge s associated with any such Third Party costs, such as procurement and accounts payable expenses, and ( ii ) reasonable and necessary direct labor costs, calcu lated at the FTE Rate, of such Party ’s or its Affiliates ’ employ ees engaged in activities relating to the selection, engagement, oversight and management of such Third Party manufa cturer and the management of such supply ( including quality control and quality assistance activities ) ; and ( c ) all Manufacturing process development costs incurre d by Sangamo and its Affiliates, for process development - related activities specific ally included in the Product Development Plan