definiens: shall mean the cost of production of a Product except for corporate tax, comprised o f the sum of : ( i ) the manufacturing cost of goods produced as determ ined in accordance with United States generally accepted accounting p rinciples as consistently applied by [COMPANY] including, witho ut limitation, direct labor, material and product testing costs i ncurred in connection with the manufacture or quality control testing of such Product, as well as Allocable Overhead, ( ii ) Cellt rion 's allocable intellectual property licensing and acquisition co sts paid to third parties which are necessary for the manufacture of such product, ( iii ) any general administrative expenses equitably allo cated to the production of a Product, such as indirect labor co sts, management cost and insurance payments, as well as related Allocab le Overhead, ( iv ) any other costs borne by [COMPANY] for the transpo rt, customs clearance or storage of Product at [COMPANY] 's reques t, and ( v ) direct costs of training related to the operation of the Facility for the production of Product, as well as related Allocabl e Overhead . The Parties shall hereafter in good faith consider inc lusion in this definition of the deficit accumulated with respect to the Facility during a to - be - defined, which would include costs such as those related to technology transfer, office rental fees, and direct labor, travel expenses, an d training costs related to the operation, validation, and construc tion of the Incheon facility ; and such costs would be amortized over a five year period from the start of production . In the event that th e JV manufactures other products in addition to AIDSVAX, indirect co sts shall be allocated to each product produced based on an equ itable allocation of space occupied, headcount full - time equivalents or a similar activity - based methodology