definiens: means, with respect to any Preclinical Materials manufactured by [COMPANY], [COMPANY] ’s fully - burdened costs ( including the costs associated with product testing and release activities ) of producingand packaging such Preclinical Materials, including the sum of the following components : ( a ) direct costs, including ( 1)materials directly used in producing and packaging such Preclinical Materials and ( 2 ) with respect to any Preclinical Materialsobtained by [COMPANY] from a Third Party and supplied to sanofi - aventis without modification, the amount paid byImmunoGen to such Third Party for the same ; ( b ) manufacturing overhead costs attributable to the cost of goods under theforegoing clause(a)(1 ), including manufacturing and quality labor and manufacturing and quality3supervisory services, operating and administrative costs of the manufacturing and quality departments and occupancy costswhich are allocable to company departments based on space occupied or headcount or another reasonable activity - basedmethod ; for the purpose of clarity, any cost allocation shall be ( i ) in any case, applied in accordance with GAAP, and ( ii)applied consistently by [COMPANY] in relation to all other Third Parties for which [COMPANY] manufactures comparablematerials ; ( c ) any other reasonable and customary out - of - pocket costs borne by [COMPANY] for the testing, transport, customsclearance, duty, insurance and/or storage of such Preclinical Materials ; and ( d ) [COMPANY] ’s general and administrative costs, including purchasing, human resources, payroll, information system and accounting, which are directly attributable orreasonably allocable to company departments based on space occupied or headcount