definiens: means with respect to the Facility, the aggregate of internal and external costs of Novamont and its Affiliates ( including Newco ) to re trofit the Facility to enable production of Product s, including the construction and commissioning of the retrofitt ed Facility, which costs are incurred after the Eff ective Date and prior to commissioning of the retrofitted Facil ity, calculated as follows : ( i ) to the extent that Novamont or its Affiliate performs all or any part of the work to r etrofit the Facility, the direct material costs and direct labor costs, plus overhead reasonably allocable to such a ctivities ; and ( ii ) to the extent that work to retrofit the Facility is performed by any Third Party, the out - of - pocket expenses paid by Novamont or its Affiliate for such work and the reasonably allocated direct labor costs incurre d by Novamont or its Affiliate in managing and over seeing the Third Party relationship, all as determined from th e books and records of Novamont or its Affiliate in accordance with its Accounting Standards . For clarification, R etrofit Expenses excludes any capital investment to build, construct or retrofit the Facility . Costs of Novamo nt to retrofit the Facility to enable production of Products incurred prior to the Effective Date, and deemed ne cessary to the retrofit of the Facility, will be in cluded in Retrofit Expenses, subject to proper documentation, upon written agreement of [COMPANY] and Novamont to be negotiated in good faith