definiens: means : ( d ) With respect to Licensed Product manufactured b y AEVI, its fully - burdened costs ( including the costs associated with product testing and relea se activities ) of producing ( including startup and validation but excluding what will be covered under Section 4.3.3 ) and packaging Licensed Product for sale in a given country, determined in accordance with the applicable Accoun ting Standard, based on the sum of the following components : ( i ) direct costs, including manufacturi ng labor and materials directly incurred in produci ng and packaging such Licensed Product ; ( ii ) manufacturing and accounting personnel costs incurred by AEVI an d attributable and reasonably allocable to the manufa cture of Licensed Product, including quality labor and manufacturing and quality supervisory services, dep reciation, and other operating and administrative c osts which of the manufacturing, quality and accounting depart ments and associated occupancy costs which are allo cable to such company departments based on space occupied or headcount, or other activity based method of alloc ation ; ( iii ) any other reasonable and customary Out - of - Poc ket Costs incurred by AEVI for the testing, transpo rt, customs clearance, duty, insurance and/or storage of such L icensed Products, including payments made by AEVI t o Third Parties for filing, finishing, packaging, labeling, testing, storage and shipment of such Licensed Pro duct and AEVI ’s handling cost with respect thereto, as appli cable ; and ( iv ) AEVI ’s reasonably allocated share o f cost of Licensed Product process improvements developed by AEVI or a Third Party on behalf of AEVI . For Licens ed Products manufactured by AEVI, Manufacturing Cost w ill not include any general corporate overhead, any excess capacity cost or charges or cost for process develo pment ( except to the extent expressly provided abov e )