definiens: shall mean the amount paid to a third party for manufacture and supply of CO - PROMOTION PRODUCT if neither BTI nor NOVARTIS is the supplier . Where BTl or NOVARTIS is the supplier of the CO - PROMOTION PRODUCT, COST OF GOODS SOLD shall mean the aggregate amount of the following costs incurred in manufacturing a CO - PROMOTION PRODUCT ( determined in a reasonable manner consistent with that PARTY 's internal cost accounting methods for other similar products and in accordance with generally accepted accounting principles ): ( i ) direct labor ( salaries, wages and employee benefits ) ; ( ii ) direct materials ; ( iii ) depreciation, repairs and maintenance and other operating costs of production machinery utilized in the manufacture of CO - PROMOTION PRODUCTS ; ( iv ) quality and in - process control ; ( v ) building operating costs assigned to the production area ; ( vi ) production and material overhead incurred in the manufacturing process, including : manufacturing administration ; manufacturing personnel department ; -5-• costs ) ; and manufacturing technology ; packaging development ; material management, storage and handling ; purchase and import area ; industrial engineering ( including non - capital mandated environmental manufacturing and employee training