definiens: means those FTE Costs and direct out - of - pocket costs, including costs for independentcontractors engaged as permitted under this Agreement, * Confidential Information, indicated by [ * * * ], has been omitted from this filing and filed separately with the Securitiesand Exchange CommissionExhibit J-2 Page 3 of 5recorded as an expense by [COMPANY] or its Affiliates or ( sub)licensees that are specifically identifiable or reasonablyallocable to the sales and marketing of a [ * * * ] Product in the United States . Sales and Marketing Costs include anyamounts paid by [COMPANY] to Third Parties that are specifically identifiable to the Commercialization of a [ * * * ] Product bysuch Third Party in the United States, but exclude any Third Party Payments . Subject to the foregoing, Sales andMarketing Costs include costs incurred in connection with the following activities ( but in each case only to the extentspecifically identifiable or reasonably allocable to the sales and marketing of a [ * * * ] Product in the United States ): a)activities directed to the advertising and marketing of a [ * * * ] Product in the United States, including areasonable allocation of the use of a Party ’s global marketing personnel or marketing personnel specificallyallocated to the United States ; b)launch meetings ; c)advertising and public relations agencies, including development and distribution of selling and advertisingand promotional materials relating to the use of a [ * * * ] Product, field literature, direct - to - consumer advertisingcampaigns, media / journal advertising, distribution of such advertising and promotional materials by a Partyto its sales force personnel, exhibiting at seminars and conventions, convention costs, and promotionalpremiums ; d)peer - to - peer activities such as lunch and dinner meetings ; e)speakers programs, including training of such speakers ; f)developing, obtaining, and providing training packages for a [ * * * ] Product, promotional literature, promotionalmaterials, and other selling materials, including shipment costs of the same to a Party ’s central distributionfacility and from a Party ’s central distribution facility to its sales force personnel ; g)transporting, housing and maintaining sales representatives for training and the costs of all training materialsused for such purpose ; h)developing and performing market research ; i)developing reimbursement programs ; j)developing information and data specifically intended for national accounts, managed care organizations, governmental agencies ( e.g., federal, state and local ), and other group purchasing organizations, includingpull - through activities ; k)selling by Third Party independent contractors engaged by [COMPANY] as permitted by this Agreement ; l)operation and maintenance of the sales representatives that promote a [ * * * ] Product in the United States, sales bulletins and other communications, sales * Confidential Information, indicated by [ * * * ], has been omitted from this filing and filed separately with the Securitiesand Exchange CommissionExhibit J-2 Page 4 of 5 meetings, specialty sales forces, call reporting and other monitoring / tracking costs, district and regionalsales management, home office personnel who support the sales force, development and copying oftraining, motivational and communications materials relating to the [ * * * ] Products, and other servicesancillary to the foregoing ( to the extent not otherwise falling within clause ( g ) above ) ; m)call center set - up, maintenance and operation for personnel used in connection therewith ; and n)establishing and conducting one or more training facilities for potential users of the [ * * * ] Products, includingtrainer costs, facility costs, supplies and user costs