definiens: means, with respect to a Co - Developed Product, the FTE Costs and other direct costsand expenses directly related to the Development activities for such Co - Developed Product that are actually incurredby [COMPANY] Idec or Proteostasis or their Affiliates from the date that Proteostasis exercises its Co - Development Optionthrough the later of ( a ) the date of the last Regulatory Approval obtained ( including thereafter costs to maintain orexpand such Regulatory Approval ) in the Territory for each Co - Developed Product, or ( b ) the date of termination ofDevelopment of the final indication for each Co - Developed Product for which Regulatory Approval is to be sought inthe Territory . Such costs and expenses, to the extent directly related to the Development activities of a Co - DevelopedProduct, shall include(i ) costs required to obtain, maintain and/or expand the authorization and/or ability to manufacture, formulate, fill, ship and/or sell Co - Developed Product in commercial quantities to Third Parties in the Territory, including the costs ofthe Parties associated with the transfer of, and implementation of manufacturing technology necessary to qualify amanufacturing facility;(ii ) costs of Development, including costs of, studies on the toxicological, pharmacological, metabolical or clinicalaspects of a Co - Developed Product conducted internally or by individual investigators or consultants and necessaryfor the purpose of obtaining, E-3CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH . ACOMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIALTREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, ASAMENDED