definiens: means an amount equal to a percentage of Net Sales to be determined after thecharacteristics and anticipated price of the Licensed Products have been determined . Such percentage shall be agreed upon bythe Parties in good faith, and shall be designed to approximate [COMPANY] ’s cost of distributing such Licensed Products.4 . POST - LAUNCH PRODUCT R&D EXPENSES4.1 . shall include certain research and development costs incurred by a Party inrelation to a Licensed Product after the first commercial launch and shall exclude administrative expenses and costs that areincluded within Costs of Goods or Development Costs . Such post - launch research and development costs shall include thefollowing expenses only if such expenses are directly attributable to a Licensed Product:(a ) Phase 4 Clinical Trials;(b ) Ongoing product supports;(c ) Ongoing medical affairs;(d ) Preclinical research;(e ) Contract research and development costs performed by others for a particular project that have no alternativefuture uses in other research and development projects or otherwise ; and(f ) Fees and expenses of outside counsel in respect of regulatory affairs unrelated to obtaining RegulatoryApprovals