definiens: means with respect to each Licensed Product, ( a ) if the Licensed Product is manufactured by aThird Party for ATHERSYS or PFIZER or their respective Affiliates, then the actual amount paid by ATHERSYS or PFIZER ortheir Affiliates ) to such Third Party for the manufacture and supply of the Licensed Product and ( b ) if the Licensed Product ismanufactured by ATHERSYS or PFIZER or their respective Affiliates, then all of the costs and expenses inclusive of any taxes(including applicable overhead costs and expenses, but excluding any clinical development costs ) incurred or paid byATHERSYS and its Affiliates ( or PFIZER and its Affiliates if PFIZER has acquired manufacturing rights under this Agreement)with respect to the manufacturing of Licensed Products including, without limitation, the following costs to the extent suchcosts are actually incurred by the manufacturing party, accounted for in accordance with U.S. GAAP as consistently applied bythe manufacturing party and attributable to the manufacture and supply of the Licensed Product : ( i ) all direct costs with respectto manufacturing and supply the Licensed Product, including all direct costs of raw materials, labor, license fees ( if any),maintenance and repair of equipment used to manufacture the Licensed Product, storage and packaging and shipping costs and(ii ) a reasonable allocation of indirect costs associated with such direct costs, not to exceed [ * ] percent ( [ * % ] ) thereof