definiens: means all reasonable, documented [ * * * ] direct costs and expenses incurred andpaid, or accrued as payable, to Third Parties by [COMPANY] with respect to the advertising, marketing and promotionof sales of the Products in the Territory, including, to the extent directly allocable to the advertising, marketingand promotion of sale of the Products in the Territory, costs for advertisements, advertising agency fees, marketing, or promotional meetings scheduled primarily for the Products ( including the launch meeting ), purchaseof data such as IMS, consulting fees ( i.e. pricing and reimbursement and marketing ), development andproduction of sales force training materials, website costs, appropriate use of multimedia and social networks, conventions and seminars ( i.e. exhibit stand, registration and materials ), [ * * * ], market research, sponsorships, [ * * * ], acquisition and shipping costs of training and sales and marketing materials, together with the product costsof field aids and sales premiums and other similar promotional items and direct and incremental costs related tothe Products associated with the reimbursement assistance program . KLOX will be able to provide input on theSales and Marketing Costs as part of KLOX ’s participation in the agreement of the Annual Marketing Plan, asprovided for in Section 4.2 . shall also include the actual direct costs in respect ofthe direct sales force promoting the 10 “ [ * * * ] = Certain confidential information contained in this document, marked by brackets, is filed with theSecurities and Exchange Commission pursuant to Rule 406 under the Securities Act of 1933, as amended ” Products and marketing personnel assigned to the Products [ * * * ] . In the event, such sales force / marketingpersonnel are promoting the Products and any other product / products, [COMPANY] shall use reasonable efforts toapportion the time of such sales force / marketing personnel in proportion to the amount of time spent promotingthe Products and the amount of time spent promoting other product / products . As it is difficult to apportion timespent accurately, as a general rule ( i ) if there are two products being promoted the costs will be apportioned [ * * * ] ; and ( ii ) if there are three products the costs will be apportioned [ * * * ]