definiens: means the Third Party out - of - pocket costs and expenses incurred by a Party after the Effective Date in connection with Commercialization activities, and any costs and expenses associated with Third Party product liability claims resulting from human use of Products after Regulatory Approval . Commercialization Costs shall be considered a cost or expense incuned by a Pariy after the Effective Date, even though the actual payment for such cost or expense is made prior to the Effective Date, if the corresponding work is performed after the Effective Date, and shall be considered a cost or expense that is not incurred by a Paliy after the Effective Date if the actual payment for such cost or expense is - 3 -SV17J2789.ll Execution Version made after the Effective Date, but the corresponding work was perfonned prior to the Effective Date . Commercialization Costs shall also include ( a ) all Third Party out - of ~ pockel costs incurred hy Orexigen and ( b ) all internal and Third Party out - of - pocket costs, including labor costs, material co ts and overhead ( each without mark - up ), incurred by [COMPANY], in each of ( a ) and ( b ) to the extent relating to Manufacture of Product for Commercialization activities