definiens: means, with respect to a Product, the costs and expenses perunit, such as a kilogram, of manufacturing said Product associated with the manufacturing, and commercialization ofsuch Product under this Agreement, including : ( a ) the direct labor costs ( including salary and wages and fringebenefits ) incurred by the applicable Party or its Affiliates in conducting the applicable activity ; ( b ) the cost of materialsused by the applicable Party or its Affiliates ( including feedstock and raw materials, intermediates, components and packaging materials, and including shipping and handling costs, freight - in charges and anyapplicable sales taxes and/or customs duties therefor ) ; ( c ) a reasonable allocation of overhead ( including withoutlimitation indirect labor costs, supplies and materials, plant insurance and property taxes ) and facilities and equipmentexpense ( including utilities, repairs and maintenance costs, and equipment rental ), ( d ) costs for administration and formanagement of material procurement and other manufacturing or other applicable activities, including QA / QC, performed directly in support of the applicable activity, calculated in accordance with reasonable cost accountingmethods in effect from time to time, consistently applied ; ( e ) if applicable, amounts paid ( net of rebates or discounts, if any ) to Third Party manufacturers or service providers in connection with their supply of the product orsubcontracting of the applicable activity ( including shipping costs and any applicable taxes and/or duties therefor),and ( f ) any royalties payable to a Third Party directly attributable to the applicable activity ; provided, however, that nocost may be counted more than once in such calculation . Actual Cost of Goods Sold shall not include non - cashGAAP expenses such as depreciation expense and utilization charges except that for Products manufactured atAmyris ’ existing BROTAS facility, a reasonable allocation of either ( 1 ) depreciation expense over the expected life ofthe buildings and equipment in existence as of the Effective Date or ( 2 ) rent, leaseback fees and similar costs for theexisting BROTAS facility shall be included in facilities and equipment expense, which amount of all such depreciationexpense, rent, leaseback fees, and similar costs for all products manufactured ( whether or not for customers underthis Agreement ) at the existing BROTAS facility for purposes of calculating Actual Cost of Goods Sold hereunder iscapped at $ [ * ] in the aggregate per year . For clarity, under this Agreement, the payment of a share of the Net Profitsto the other Party does not constitute a royalty under this definition . Actual Cost of Goods Sold shall be calculated inaccordance with the Accounting Principles . For the avoidance of doubt, ( A ) any Losses hereunder, ( B ) any CapitalExpenditures, ( C ) any costs or expenses associated with the Parties ’ activities directed to the development or scaleup of technologies necessary for the manufacture of any Product, ( D ) any losses in excess of the amount that theJSC has agreed to be greater than generally expected ( i.e