definiens: shall mean one hundred percent ( 100 % ) of Obligor ’s fully burdened Manufacturingcost of any Commercial Capsule incorporated into a Licensed Product, including but not limited to the cost of goodsproduced as determined by the Person performing ( or contracting with a Third Party to perform ) each stage of theManufacturing process, including but not limited to facility costs, depreciation of capital expenditures, direct labor andequipment costs, material costs, product quality assurance / control costs ( including testing ), process improvements, manufacturing scale - up, manufacturing site qualification, manufacturing support costs conversion costs and overheadcosts, all to the extent reasonably attributable to the Manufacture of such Commercial Capsules, as well as any othercosts borne by the Manufacturing Person for transport, customs clearance and storage of Commercial Capsules, andinventory 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 . The Costof Goods Manufactured shall exclude all costs of manufacturing any other components of Licensed Products otherthan the Commercial Capsule, such as but not limited to any Inhalers and kit components, and all final packaging forCommercial Capsules or Licensed Products . All components of Cost of Goods Manufactured shall be calculated inaccordance with the applicable Person ’s internal accounting policies and principles, which shall be in accordance withU.S. GAAP and applied consistently