definiens: shall mean, with respect to any Preclinical Materials or Clinical Materials manufactured byImmunoGen, [COMPANY] ’s fully - burdened costs ( including the costs associated with product testing and releaseactivities ) of producing and packaging such Preclinical or Clinical Materials, including the sum of the followingcomponents : ( a ) direct costs, including ( 1 ) materials directly used in producing and packaging such PreclinicalMaterials or Clinical Materials and ( 2 ) with respect to any Preclinical Materials or Clinical Materials obtained byImmunoGen from a Third Party and supplied to Centocor without modification, the amount paid by [COMPANY] tosuch Third Party for the same ; ( b ) manufacturing overhead costs attributable to the cost of goods under the foregoingclause ( a ) ( 1 ), including manufacturing and quality labor and manufacturing and quality supervisory services, operatingand administrative costs of the manufacturing and quality departments and occupancy costs which are allocable tocompany departments based on space occupied or headcount, or another activity - based method ; ( c ) any otherreasonable and customary out - of - pocket costs borne by [COMPANY] for the testing, transport, customs clearance, duty, insurance and/or storage of such Preclinical Materials or Clinical Materials ; and ( d ) [COMPANY] ’s general andadministrative costs, including purchasing, human resources, payroll, information system and accounting, which aredirectly attributable or reasonably allocable to company departments Portions of this Exhibit were omitted and have been filed separately with the Secretary of the CommissionPursuant to the Company ’s application requesting confidential investment under Rule 24b-2 under theSecurities Exchange Ace of 1934