definiens: means, with respect to a Shared Product and with respect to a Calendar Quarter, allcosts ( excluding Allocable Overhead Costs or any other overhead costs ) incurred with respect to such Shared Product insuch Calendar Quarter by a Party, its Affiliates or Infinity Related Parties consistently with the Commercial Plan, andspecifically identifiable to the sales and/or promotion of the Shared Product in the United States, including ( a ) the SalesForce Expenses ; ( b ) all costs associated with ( i ) Shared Product - specific national sales training ( less transportation, lodging and meals ) and ( ii ) marketing materials ; ( c ) those reasonable Out - of - Pocket Expenses paid by either Party or itsAffiliates pursuant to Sections 10.2(b ), 10.3(d ) or 10.3(f ) of the Agreement for the preparation, filing, prosecution, maintenance and enforcement of [COMPANY] Patents ( including, for the sake of clarity, Joint Patents ) in the United Statesthat are reasonably allocated to the relevant Shared Product or, if incurred with respect to multiple Shared Productsand / or other products, then reasonably allocated to the relevant Shared Product ; ( d ) the costs of product recalls, withdrawals, insurance and return product destruction directly and exclusively related to such Shared Product in or forthe United States ; and ( e ) any costs to seek, maintain, defend or enforce any Product Mark for such Shared Product in theUnited States . All the foregoing shall be determined from the books and records of Infinity or Infinity Related Partiesmaintained in accordance with GAAP . With respect to [COMPANY] or its Affiliates, only those Sales Force Expenses, andother costs described in clause ( b ), incurred by [COMPANY] or its Affiliates commencing upon the completion of thetraining of the [COMPANY] Sales Force on the Co - Detail Product, in accordance with the Co - Detailing Agreement, will beincluded in Selling and Promotion Expenses . The Parties anticipate that only Infinity and Infinity Related Parties willbear the costs described in clauses ( d ) and ( e ) and only such costs of Infinity and Infinity Related Parties will be includedin such clauses