definiens: means all costs and expenses incurred by or on beha lf of a Party or any of its Affiliates or subcontractors that are directly allo cable to ( a ) the Development of Development Candida tes and Products, and ( b ) activities to support and obtain Regulatory Approvals for such Development Candidate s and Products, including : ( i ) such costs and expenses fo r Clinical Trials ( including Required Phase 4 Clini cal Trials ) designed to support and obtain Regulatory Approvals for Development Candidates and Products, ( ii ) such costs and expenses for compiling, filing and obtaining Re gulatory Approvals of Development Candidates and Products, ( iii ) such costs for clinical research or ganizations and other Third Parties in support of D evelopment of Development Candidates and Products, ( iv ) such cost s for cell processing for the Development Candidate s and Products, and ( v ) such costs for drug product or co mparator drug for use in the activities described i n clause ( i ) ; including, with respect to all such Development Cos ts, ( A ) internal FTE costs at the applicable FTE Ra te ; ( B ) recall expenses to be treated as Development Co sts pursuant to Section 7.2 ; ( C ) Manufacturing Cost s to be treated as Development Costs pursuant to Section 9 . 4 ; ( D ) Third Party Payments to the extent treated a s Development Costs pursuant to Section 10.7, includi ng, to the extent not already addressed in the Manu facturing Costs, any royalties or Third Party Payments attrib utable to Manufacture of ACTR T - cells or SGI Antibo dies ( as applicable ) for Development ; ( E ) prosecution and en forcement costs to be treated as Development Costs pursuant to Section 12.2(c)(iii)(A ) ; and ( F ) Shared Program Damages from Third Party Claims to be trea ted as Development Costs pursuant to Section 14.4 ; but in each case ( ( A ) through ( F ) ) excluding Joint Commercialization Costs and each of the following ( except to the extent included in Manufacturing Cost s ): tax liabilities, capital expenditures incurred by eithe r Party to obtain or maintain manufacturing capacit y for Products, and overhead and other indirect cost allo cations from either Party . For clarity, Development Costs exclude Research Costs and costs of Commercializati on