definiens: ) . As used herein, means ( 1 ) with respect to LONZA New IP or Incorpo rated Technologies that are incorporated for the purpose of or result in cost savings, the T ail Payment associated with such LONZA New IP or Incorporated Technologies ( where means [ * * * ] of the incremental cost savings attri butable to the applicable LONZA New IP or Incorporated Technol ogies, with such cost savings calculated in the sam e manner as reductions in the price schedule are calc ulated under Section 4.13.4 ), or ( 2 ) with respect t o other LONZA New IP and Incorporated Technologies ( other t han modifications or improvements to the Process or Product that were developed by CLIENT or its Affili ate, or by a Third Party, and were implemented by L ONZA without need for material modification or developme nt by LONZA, which modifications or improvements sh all not give rise to a CMO License Royalty ), the applic able CMO License Royalty therefor agreed by the Par ties as described in Section 13.2.2(c)(i ) below at the time the applicable Incorporated Technology is incorpor ated into the Product or Process, but in all events no more t han the most favorable rate offered by LONZA or its Affiliates to any Third Party for the transfer of the same tec hnology to a third party contract manufacturer . In each case, the CMO License Royalty for each portion of the LON ZA New IP or Incorporated Technologies that are incorporated in the applicable MPC Product or corre sponding Process that are transferred to the Third Party Manufacturer would apply for [ * * * ] after such trans fer, but thereafter would only apply ( for the remai nder of the applicable CMO Royalty Term ) to the extent the Thir d Party Manufacturer uses the applicable LONZA New IP or Incorporated Technology in manufacturing the app licable MPC Product ; provided in each case, however, that no CMO License Royalty shall be due ( to LONZA, its Affiliates or any Third Party ) with respect to Inte llectual Property that is listed on Exhibit 4.7.3(c)(ii)(A ) or any other Intellectual Property that is incorpor ated into Products or corresponding Processes as a result of modifications that have been initiated prior to Jul y 25, 2011 and completed prior to December 31, 2011 ( collectiv ely, ) . Notwithsta nding the preceding sentence, material improvements or ma terial modifications to the Prior MSA Intellectual Property that are made after July 25, 2011 ( including, for t he avoidance of doubt, material improvements or mat erial modifications to the technologies listed on Exhibit 4.7.3(c)(ii)(A ) made after such date, but not mate rial improvements or material modifications to the techn ologies listed on Exhibit 4.7.3(c)(ii)(A ) made befo re such date ) may be subject to an applicable CMO License R oyalty pursuant to the terms of this Section 4.7.3 ( c)(ii)(A )