definiens: means, with respect to a JVC Product, the cost incurred by a manufacturer in themanufacturing of JVC Product, including the aggregate of such manufacturer ’s costs for testing, labor, raw material, components, labeling, packaging, and other costs ( including manufacturing overhead ) directly allocable tomanufacture and quality assurance ; provided that Manufacturing Cost shall not include any such costs incurred due tosuch manufacturer ’s gross negligence or willful misconduct . For clarity, Manufacturing Cost shall exclude generaladministrative or corporate overhead, sales and marketing expenses, research and development costs, interestexpenses and any other costs not directly attributable or allocable to the manufacture of the applicable JVC Product, including idle capacity charges as the result or consequence of the plant being idle or a manufacturing line not beingused ( not including, for example, normal maintenance, changeovers or related activities ) . Manufacturing Cost shall bedetermined and allocated to each JVC Product ( a ) in accordance with such manufacturer ’s accepted costingstandards and all applicable generally acceptable cost and accounting standards as consistently applied by suchmanufacturer and ( b ) as reported in the manufacturer ’s external financial results . The manufacturer shall usecommercially reasonable efforts to operate the facility(ies ) in which the applicable JVC Product is manufactured withintheir plant capacity utilization targeted range and to minimize the Manufacturing Costs for such JVC Product