definiens: means, with respect to any Preclinical Materials or Clinical Materials manufactured byImmunoGen, [COMPANY] ’s fully - burdened costs ( including the costs associated with product testing and release activities ) ofproducing and packaging such Preclinical Materials or Clinical Materials, including the sum of the following components:(a ) direct costs, including ( i ) materials directly used in producing and packaging such Preclinical Materials or ClinicalMaterials and ( ii ) with respect to any Preclinical Materials or Clinical Materials obtained by [COMPANY] from a Third Partyand supplied to [COMPANY] without modification, the amount paid by [COMPANY] to such Third Party for the same;(b ) manufacturing overhead costs attributable to the cost of goods under the foregoing clause ( a)(i ), including manufacturingand quality labor and manufacturing and quality supervisory services, operating and administrative costs of themanufacturing and quality departments and occupancy costs which are allocable to company departments based on spaceoccupied or headcount, or another activity - based method ; ( c ) any other reasonable and customary Portions of this Exhibit, indicated by the mark were omitted and have been filed separately with the Securities andExchange Commission pursuant to the Registrant ’s application requesting confidential treatment pursuant to Rule 24b-2of the Securities Exchange Act of 1934, as amended