definiens: for any period shall mean all out - of - pocket costs and expenses incurred ( i.e., paid to third parties or accrued therefore ) by [COMPANY] or by Forest ( and required to be reimbursed by [COMPANY] to Forest pursuant to Section 3.2.5 ) and expressly contemplated by the Marketing Plan with respect to the advertising and promotion of the Product for such period, including, without limitation, costs for advertisements, agency fees, launch salesforce meetings, other meetings scheduled solely for the Product ( but not periodic salesforce meetings of a party, which shall remain the sole responsibility of such party ), promotional meetings, conventions and seminars, market research, sponsorships, grants including funding of continuing medical education programs which are relevant to the therapeutic area of the Product, and other payments for programs to institutional and managed care -5 - 199902 purchasers ( except to the extent the same are calculated as deductions in the definition of Net Revenues ), acquisition and shipping costs of promotional and training materials and the cost of field aids and sales premiums and other tokens, whether distributed by [COMPANY] or Forest . shall also include costs for samples distributed in each Quarter calculated per unit of samples distributed as ( a ) 112%1 of the quotient of ( i ) Net Revenues in such Quarter over ( ii ) the total number tablets of Product sold in such Quarter plus, ( b ) the actual charges for sample packaging . will also include [COMPANY] 's or Forest 's direct costs for production of direct mail pieces and the printing of promotional materials, including labor and material ( but excluding all manufacturing and other overheads and with such costs not to exceed the price that would be charged by a non - Affiliate party in an arms­length transaction for the same items or by the other party ) . The Promotional Amount for the first Quarter shall also include all such costs incurred after April 1,2001 but prior to the Commencement Date