definiens: means the sum for the Development of the Licensed Formulation for the PrimaryIndication Disease in the Licensed Territory of : ( a ) all out - of - pocket expenses for non - returnable and notalready accounted for materials that CPP has received on or before the date that a termination notice underthis Agreement is given ; ( b ) all out - of - pocket expenses accountable for during the three - month periodimmediately following the date that a notice of termination is given which are subject to non - cancellablecommitments under contracts, purchase orders or service agreements made or issued on or before the datethat a termination notice under this Agreement is given ; ( c ) CPP ’s internal costs ( including associatedG&A ) related to the development of the Licensed Formulation in the Licensed Territory for the three - monthperiod immediately following the date that a notice of termination under this Agreement is given ; and ( d)costs related to the cancellation, termination or return of respective commitments, contracts and materialsas long as such costs are lower in comparison to the costs related to a fulfillment of such contracts . Any ofthose costs shall be accountable for Wind - down Expense only if such commitments and contracts reflectmarket standard conditions