definiens: means ( a ) with respect to a Co - Development mRNA Payload, [COMPANY] Product or aCo - Development Product that is Manufactured by a Third Party [ * * * ] paid by either Party or its Affiliate to such Third Party for suchCo - Development mRNA Payload, Genevant LNP, [COMPANY] Product or Co - Development Product, and ( b ) with respect to a Co - DevelopmentmRNA Payload, Genevant LNP, [COMPANY] Product or Co - Development Product that is Manufactured directly by either Party or its Affiliatethe Direct Expenses and Indirect Expenses incurred in connection with the Manufacture of the [COMPANY] Product or Co - DevelopmentProduct [ * * * ] . Manufacturing Expenses shall not include any : ( x ) Manufacturing variances due to idle plant capacity, ( y ) expenses allocableto other products, or ( z ) any profit related to intercompany transfer pricing