definiens: means the fully -burdened cost of manufacturing Pro ducts, including the cost of ( i ) raw materials, ( ii ) direct labor of SkyePharma employees or its Affiliate 's employees ( including basic wages, labor and related payroll taxes and benefits ) incurred or spent in the actual production, labeling and packaging of Product, including without limitation for quality assurance and manufacturing facility operations, and ( iii ) overhead of SkyePharma and its Affiliates ( including operating expenses, indirect labor and related payroll taxes and benefits, depreciation, applicable taxes, insurance, repairs and maintenance, supplies ) incurred or spent in support of the actual production, packaging and labeling of Product, but not for cost of any unused manufacturing 4 < PAGE > capacities that SkyePharma may have in excess of the requirements cont ained in the forecasts provided by CTI, and, in the case of ( ii ) and ( iii ) above, excluding taxable benefits, remuneration based on profitability or bonuses, and ( iv ) transportation, storage, non - reimbursable import or export taxes of or for Product as incurred or spent by SkyePharma or its Affiliates in connection with the supply of Product pursuant to the terms of this Agreement and the Manufacturing Agreement ( as defined in Section 11.1 ), all as determined in accordance with generally accepted accounting principles consistently applied