definiens: means, with respect to a Product, the costs actua lly incurred by or on behalf of a Party or its Affiliates, including labo r costs, depreciation costs, and out - of - pocket cost s paid to a Third Party or allocated to such Product after the Effect i ve Date, in connection with Manufacturing of such Product by or on behalf of a Party, as determined from the boo ks and records of the applicable Party and/or its A ffiliates maintained in accordance with the Accounting Standa rds . Manufacturing Expenses includes expenses under [ * * * ] and [ * * * ] determined in accordance with [ * * * ] . In addition, with respect to any newly constructe d or other dedicated Manufacturing facility, whether such faci lity is owned by a Party or a Third Party, that wil l be utilized in the Manufacture of a Product, if a Party determi nes it will [ * * * ] or [ * * * ] a [ * * * ] with [ * * * ] to th e [ * * * ] for the Product(s ) to be Manufactured in such facility, any decision to account for plant [ * * * ] for such [ * * * ] in [ * * * ] of such [ * * * ] in the [ * * * ] of [ * * * ] must be [ * * * ] the [ * * * ], For clarity, a Product ’s Manufacturing Expen ses includes the Cost of Goods Sold for such Product