definiens: shall mean, with respect to any Preclinical Materials or Clinical Materials manufactured andQC tested by [COMPANY], [COMPANY] ’s fully - burdened costs ( including the costs associated with product testingand release activities ) of producing and packaging such Preclinical or Clinical Materials, including the sum of thefollowing components : ( a ) direct costs, including ( 1 ) materials directly used in producing and packaging suchPreclinical Materials or Clinical Materials and ( 2 ) with respect to any Preclinical Materials or Clinical Materialsobtained by [COMPANY] from a Third Party and supplied to [COMPANY] Idec without modification, the amount paid byImmunoGen to such Third Party for the same ; ( b ) an allocation of manufacturing overhead costs, includingmanufacturing and quality labor and manufacturing and quality supervisory services, operating and administrativecosts of the manufacturing and quality departments and occupancy costs which are allocable to companydepartments based on space occupied or headcount, or another activity - based method ; ( c ) any other reasonable out - of - pocket costs borne by [COMPANY] for the testing, transport, customs clearance, duty, insurance and/or storage ofsuch Preclinical Materials or Clinical Materials ; and ( d ) [COMPANY] ’s general and administrative costs, includingpurchasing, human resources, payroll, information system and accounting, which are allocable to its departmentsbased on space occupied or headcount or another activity - based method, according to GAAP