definiens: means all costs and expenses incurred by or on be half of either Party or any of its Affiliates or subcontractors that are di rectly allocable to ( a ) Manufacture of ACTR T - cells or SGI Antibodies ( as applicable ) for use in Research, Dev elopment or Commercialization activities, 11 [ * * * ] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED . ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXC HANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER T HE SECURITIES ACT OF 1933, AS AMENDED and ( b ) FTE costs and out - of - pocket costs incurred by or on behalf of a Party or any of its Affiliates in accordance with this Agreement and directly allocab le to Manufacturing activities relating to ACTR T - c ells or SGI Antibodies ( as applicable ) for use in Developme nt or Commercialization activities ( excluding those activities covered under clause ( a ) ), including CMC Activities specifically in support of Development or Commercialization of Development Candidates and Pro ducts . For clarity, Manufacturing Costs do not incl ude the costs associated with general platform process improvements or scale - up activities with respect to ACTR T - cell technology, SGI Antibodies or SEA Technology t hat are outside of the activities approved for the Research Candidates, Development Candidates or Products in t he applicable Research Plans, Early Clinical Develo pment Plans, Late Clinical Development Plans or Joint Com mercialization Plan or Supply Agreements