definiens: means, with respect to a Product, the sum of ( a ) the Parties ’ sales, marketing and administrativecosts ( which may include, without limitation, costs of providing technical support and customer assays, advertising, promotion ( such as promotional material and goods, print production / reprints, advertising agency fees, advertising space, direct mail, trade show expenses and free samples ), sales commissions and salaries ), regulatory expenses ( to the extent notincluded in Development Costs ) and costs of legal analysis ( but excluding litigation expenses ), in each case to the extentallocable to such Product as approved by the Management Team ; ( b ) COGS for such Product, including the Animal FeedEnzymes used in such Product ; ( c ) the cost of delivery of Animal Feed Enzymes used in such Product from the supplier toNovus to the extent such cost is not otherwise included in COGS, and ( d ) the cost of distribution of such Product, includinginventory, handling, packaging and shipping costs to the extent such cost is not paid for or reimbursed by the customer, all asdetermined from the books and records of the Parties in accordance with the Accounting Standards