definiens: shall mean Intercept ’s direct costs and indirect costs incurred by sub - contractors of Intercept of materials and labor specifically incur red in Manufacturing or formulating the Clinical Su pplies or Commercial Supplies supplied to DSP under the Clini cal Supply Agreement or the Commercial Supply Agreement, including but not limited to excipients and packaging components for both the Compound and the Product, as well as inprocess and release testing, stability testing, development of the Specification s, manufacturing validation, quality assurance and qua lity control activities necessary to release the Co mpound or Product to DSP or to a Third Party designated by DS P ; together with directly allocable manufacturing o verheads specifically attributable to the Manufacture or for mulation of the Compound or Product under this Agre ement, including depreciation and maintenance costs of fix ed assets that are wholly dedicated to and used in manufacturing the Compound or Product for DSP ; but excluding corporate, general or administrative over heads