definiens: will be defined more specifically in the Co - Development and Co - Commercialization Agreement but generally will mean the sum of all out - of - pocket costsincurred by a Party or its Affiliates after the effective date of the Co - Development and Co - Commercialization Agreement that are specifically identifiable to ( i)(x ) theCommercialization of Licensed Products or ( y ) the Manufacture of Licensed Products insupport of such Commercialization, in each case ( ( x ) and ( y ) ) in accordance with theCommercialization Plan ( subject to any cost overruns that may be permitted under the Co - Development and Co - Commercialization Agreement ), ( ii ) prosecution, maintenance, enforcement or defense of Patents, ( iii ) indemnification claims or other liabilities to ThirdParties not attributable to a Party ’s breach, negligence or willful misconduct or(iv ) obligations to Third Parties under license or other agreements relating to relevantPatents or Know - How, to the extent agreed by the Parties, in each case excluding anycosts to the extent deducted under the definition of Net Sales