definiens: means costs to supply [ * * * ] ( i ) supplied by [ * * * ], or ( ii ) manufactured directly by eitherParty or its Affiliates or Sublicensees ; it being understood and agreed that ( A ) in the case of costs referred to insubsection ( i ) of this sentence where [ * * * ] is the manufacturer, Manufacturing Costs will equal [ * * * ] of the amountsinvoiced by ( 1 ) [ * * * ] and ( 2 ) [ * * * ] engaged by such Party or its Affiliates to provide [ * * * ], and ( ii ) in the case of costsreferred to in subsection ( ii ) of this sentence where either Party or one of its Affiliates or its Sublicensees is themanufacturer, Manufacturing Costs will equal the [ * * * ], which manufacturing costs : ( x ) will include [ * * * ] allocable to theapplicable Juno Program Co - Co Product, and ( y ) will be calculated in accordance with its Accounting Principles andthe manufacturing party ’s [ * * * ], and ( z ) notwithstanding anything to the contrary, will exclude [ * * * ] . Overhead includedin Manufacturing Costs incurred with respect to activities conducted at the same facility for ( i ) [ * * * ], will each beallocated on a reasonable basis that is mutually agreed upon by the Parties