definiens: means, with respect to a Finished Product, the fully - burdened aggregatereasonable direct and indirect costs and expenses incurred and recorded by Arena in manufacturing such FinishedProduct consisting solely of : ( a ) direct labor costs ( salaries, wages, employee benefits, overtime costs and shiftpremiums ) ; ( b ) direct materials ( including raw materials and intermediates and packaging ) costs ; ( c ) operating costs offacilities and equipment ( including start up and cleaning costs of production ) ; ( d ) quality, release and in - processcontrol costs ; ( e ) charges for reasonable spoilage, scrap or rework costs ; ( f ) amounts ( without markup ) that are paid toa Third Party, [COMPANY], or an Affiliate of [COMPANY] in connection with the manufacture of such Finished Product or anycomponent thereof ; and ( g ) the reasonable allocation of Facility overhead, both fixed and variable, to suchmanufacturing operation ( including the allocable costs of administrators and managers overseeing manufacturing andproduction ), in each case ( ( a ) through ( g ) ), to the extent specifically identifiable to the manufacture of such FinishedProduct as determined in accordance with GAAP