definiens: means, to the extent that Manufacturing of a Licens ed Compound, Licensed Product or any component thereof is perfor med by a Party itself or by its Affiliate, the actu al consolidated, fully burdened cost incurred by such a Party and its Affiliates to Manufacture such a Li censed Compound, Licensed Product or any component thereof, including : ( a ) direct labor costs ( salaries, wage s, incentive compensation, share - based compensation an d employee benefits ) ; ( b ) direct materials and pack aging costs ; ( c ) operating costs of facilities and equipm ent, excluding any surplus or idle capacity costs ; ( d ) a charge for depreciation, repairs and maintenance costs of facilities and equipment ; ( e ) quality and in - proces s control costs ; ( f ) a charge for overhead costs for raw mate rial and manufacturing administration and managemen t, materials management, storage and handling, and man ufacturing and employee training ; ( g ) charges for s poilage, scrap, rework costs and expired goods ; and ( h ) inbo und and outbound freight, shipping insurance, excis e taxes and customs duties ; in each of the above cases to t he extent reasonably allocable to Manufacture of su ch Licensed Compound, Licensed Product or component as determined in accordance with GAAP or IFRS, as applicable, consistently applied