definiens: means, with respect to a particular Product, all costs and expenses incurred by or on behalf of either Party o r any of its Affiliates or subcontractors that are directly allocable to ( a ) the Commercialization of Products in the Shared Territory, including CME Costs, Detai l Costs, Distribution Costs, Sales and Marketing Costs and c osts associated with Voluntary Phase 4 Clinical Tri als, whether prior to or after receipt of Regulatory App rovals, ( b ) Manufacturing Costs to be treated as Jo int Commercialization Costs pursuant to Section 9.4 ; ( c ) Third Party Payments to the extent treated as Joi nt Commercialization Costs pursuant to Section 10.7, i ncluding, to the extent not already addressed in th e Manufacturing Costs, any royalties or Third Party P ayments attributable to Manufacture of ACTR T - cells or SGI Antibodies ( as applicable ) for Commercialization ; ( d ) costs associated with the defense of Patents wit hin the Program IP to be treated as Joint Commercialization Costs pursuant to Section 12.5 ; ( e ) Trademark Cost s to be treated as Joint Commercialization Costs pursuant t o Section 12.8 ; and ( f ) Shared Program Damages from Third Party Claims to be treated as Joint Commercializati on Costs pursuant to Section 14.4 . However, in all cases, including with respect to clauses ( a ) through ( f ) o f the previous sentence, Joint Commercialization Co sts exclude Research Costs and Development Costs . Joint Commerc ialization Costs will also exclude costs included a s deductions in calculating Net Sales of a Product an d each of the following ( except to the extent inclu ded in Manufacturing Costs ): ( i ) taxes, duties and other g overnmental charges, including income taxes, sales taxes, value added taxes and import duty, ( ii ) capital exp enditures incurred by either Party to obtain or mai ntain manufacturing capacity for Products, and ( iii ) over head and other indirect cost allocations from eithe r Party