definiens: means, unless otherwise agreed by the Parties in writing : ( i ) to the extent that manufacturing ( which for all purposes of this Agreement includes packaging and / orlabelling activities ) of the Product for the Territory is performed by a Contract Manufacturer, the amount owing ormade to any Contract Manufacturer for the acquisition of the Product, including, without limitation, [ * ] ; ( ii ) to the extent that a Party or its Affiliate performs all or any part of the manufacturing or supply of theProduct, the Cost of Manufacture of the Product, plus a margin of [ * ] percent ( [ * ] % ), provided however, this amountshall not exceed the [ * ] ( i.e., [ * ] ) [ * ] ; and 2 ( iii ) notwithstanding ( i ) and ( ii ) above, if a Party determines to qualify a Back - up Facility pursuant to Section4.2(a ) and the Parties do not agree in writing on their relative payment responsibility for such qualification, such Partyshall bear [ * ]