definiens: means as applicable, either ( a ) the amounts paid to Third Party manufacturers for themanufacture and supply of Licensed Product to be sold hereunder or ( b ) the sum of the following costs to the extentdirectly related to Licensed Product to be sold hereunder : the cost of direct materials, direct labor, licensing costs ( notincluding payments made pursuant to the Janssen Agreement ) and manufacturing overhead related to the facility inwhich the Products are produced . Third Party manufacturers referred to in subsection ( a ) above includesTHERAVANCE to the extent ASTELLAS purchased the goods from THERAVANCE . The Cost of Goods Sold shallexclude the following : corporate overhead and any allocable costs not generated in the manufacturing facility . TheCost of Goods Sold shall be calculated in a manner consistent with United States GAAP consistently applied and asgenerally used by the applicable Party