definiens: means, with respect to either a [COMPANY] Product or Co - Development Product, labor expenses, includingallocated FTE expenses for personnel directly involved in the Manufacturing the Co - Development mRNA Payload, Genevant LNP, BioNTechProducts or Co - Development Products in accordance with GMP requirements such as production, quality control, quality assurance, microbiology, and other similar departments as needed and to the extent such personnel participate directly in the production of theCo - Development mRNA 9Payload, Genevant LNP, [COMPANY] Product or Co - Development Product and components thereof, and other indirect production expensessuch as a reasonable allocation of expenses associated with a either Party ’s Manufacturing of Co - Development mRNA Payload, GenevantLNP, [COMPANY] Product or Co - Development Product, including facility costs and personnel costs directly supporting the Manufacturing of theCo - Development mRNA Payload, Genevant LNP, [COMPANY] Product or Co - Development Product in accordance with GMP requirements, including labor for and indirect expenses of quality control, quality assurance, raw material acquisition and acceptance, microbiology, document control, calibration / validation, and expenses for process development and analytical methods development, but excluding, in eachcase, any Direct Expenses