definiens: means the Collaboration Costs that will be shared by the Parties following either ( a ) an opt - out by [COMPANY] pursuantto Section 4.7, or ( b ) a termination by [COMPANY] pursuant to Section 18.4 for ( i ) then - ongoing clinical activities conducted pursuant to the most recent agreed update of the Program Plan and Budget, and ( ii ) non - cancelable obligations for other activities ongoing as of the date of opt - out or notice of termination, as applicable, conducted pursuant to the most recent update of the Program Plan and Budget [ and incurred prior to the end of the applicable Transition Period ], Exit Costs shall not include any amounts for ( x ) [ clinical activities planned and approved in the most recent update of the Program Plan and Budget but not yet initiated as of the date of receipt of the nGHce of opt­out or termination, as applicable ( i.e., the administration of the first dose in a human subject for the applicable clinical trial had not occurred as of such date ) ], ( y ) cancelable obligations of other on - going activities being conducted pursuant to the most recent update of the Program Plan and Budget ( except [ any penalty payments to Third Parties that are due pursuant to a written cGntract and actually incurred as a result Gf discontinuing such