definiens: means ( a ) Commercialization Costs to the extent approved by the JCC andreasonably and directly allocable to activities conducted pursuant to the Agreement and the Joint Commercialization Planthen in effect, incurred by the Parties in support of Commercialization of Products in the Shared Territory in accordance withthe Joint Commercialization Budget ( subject to any overages permitted pursuant to Section 6.4 ), 9 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separatelywith the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.whether prior to or after receipt of Regulatory Approvals, including Detail Costs to compensate each Party for the activitiesperformed by their respective sales field forces in the Shared Territory ( in the case of [COMPANY], if [COMPANY] is co - promoting Products pursuant to the exercise of a Co - Promotion Option ) ; ( b ) recall expenses to be treated as JointCommercialization Costs pursuant to Section 4.2(a ) ; ( c ) Manufacturing Costs to be treated as Joint Commercialization Costspursuant to Section 7.5, including the cost of Samples ; ( d ) royalty payments under the UCLA Agreement payable with respectto the Shared Territory to be treated as Joint Commercialization Costs pursuant to Section 8.8(a ) ; ( e ) Third Party Payments tobe treated as Joint Commercialization Costs pursuant to Section 8.8(b)(ii ) ; ( f ) costs associated with the defense ofCollaboration Patents to be treated as Joint Commercialization Costs pursuant to Section 10.5 ; ( g ) Trademark Costs to betreated as Joint Commercialization Costs pursuant to Section 10.9 ; and ( h ) Damages from Third Party Claims to be treated asJoint Commercialization Costs pursuant to Section 12.4 . However, in all cases, including with respect to clauses ( a ) through(h ) of the previous sentence, Joint Commercialization Costs exclude Development Costs and Joint Medical Affairs Costs . JointCommercialization Costs shall also exclude costs included as deductions in calculating Net Sales of Product in the SharedTerritory and each of the following ( except to the extent included in Manufacturing Costs ): ( i ) [ * ], ( ii ) tax liabilities,(iii ) capital expenditures incurred by either Party to obtain or maintain manufacturing capacity for Products, and ( iv ) overheadand other indirect cost allocations from either Party . For clarity, Joint Commercialization Costs exclude any costs or expensesincurred by [COMPANY] prior to the Effective Date