definiens: shall mean the fully - burdened cost incurred by the Service Provider and its Affiliates during any applicable month toprovide the Services . For purposes of this definition, the fully - burdened cost includes without limitation : ( i ) the costs of any materialsused in providing the Services ; ( ii ) the salary, benefits ( if any ) ( including without limitation, medical plans and 401(k ) or other retirementplans ), and employment taxes ( if any ) of all the Service Provider ’s employees involved in providing such services ( excluding, however, any compensation that is provided to an employee or independent contractor in the form of equity instruments, options to acquire stock(stock options ), rights with respect to ( or determined by reference to ) equity instruments or stock options, or any non - cashcompensation provided by a third party to an employee or independent contractor ) ; ( iii ) related overhead expenses ( including, withoutlimitation, cost of facilities and utilities costs, insurance, and the cost of all general support, operational and business services ) ; ( iv)any and all licensing fees paid or payable to Third Parties for any intellectual property incorporated into such services ; and ( v ) anydepreciation, amortization or other cost recovery for financial accounting purposes related to assets of the Service Provider to theextent such assets are used in providing the Services ; provided, however, that the fully - burdened cost shall not include costs incurredby the Service Provider to engage a Third Party for the purpose of providing Services pursuant to Section 3.4 of the Agreement