definiens: means all direct costs actually incurred by AMT and/or its Affiliates ( and for the purposes ofSection 4.2(iii ), and/or its Sublicensees ) in ( i ) the manufacture ( or 3 procurement from Third Parties ) of GDNF Products, including purchase of raw materials used to manufacture GDNF Products, payments to Third Party subcontractors for the manufacture of GDNF Products and ( ii ) the provision of services using GDNFProducts, but in each case excluding Third Party License Payments ; provided, however, that ( A ) shall not include anyamounts attributable to ( i ) idle or underutilized facilities, ( ii ) general corporate overhead, or ( iii ) equity - based compensationprovided to any employee, officer or director of AMT and/or its Affiliate ( and for the purposes of Section 4.2(iii ), and/or itsSublicensees ), and ( B ) in determining amounts related to or attributable to employees of AMT and/or its Affiliates(and for the purposes of Section 4.2(iii ), and/or its Sublicensees ) shall only be included to the extent they are EmploymentCosts allocable to personnel directly involved in the manufacture of GDNF Products such as equipment operators, linemechanics, set up mechanics and material handlers to supply the line, and amounts allocable to time during which suchProduct - Related Personnel conduct other activities ( including without limitation manufacture of other products ), as well asEmployee Costs for any other personnel, shall be excluded