definiens: shall, with respect to each Product, mean [COMPANY] 's Manufacturing Costs attributable to the Manufactureof such Product for sale in the U.S. and/or the cost of Product Manufactured by Third Parties, as and to the extent actuallyManufactured by Third Parties . [COMPANY] 's shall consist of and as defined below :, as used herein, includes, if, applicable, without limitation, the following, with respect to suchProduct : ( i ) Materials ( e.g. bulk chemicals, packaging components, auxiliary manufacturing materials, including related freight, customs and duties ) ( ii ) Direct labor ( iii ) Factory overhead expenses including a reasonable allocation of the following type of expenses : ( a ) Labor related ( e.g., indirect hourly, salaried personnel, employee benefits, OT ) ( b ) Utilities ( e.g., electricity, water, steam, heat ) ( c ) Maintenance and installation ( e.g., maintain and repair existing equipment ) [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934,as amended