definiens: shall mean internal costs and/or Out - of - Pocket Ex penses, in each case, to the extent documented and actually incurred by MEI in conducti ng Development prior to entry into a given Outlicensing Transaction, including ( a ) costs of pa tent filing, prosecution, and/or maintenance and ( b ) costs incurred in performing Development activities in ac cordance with this Agreement, and ( c ) costs to manufacture or obtain supplies of Compound and/or P roduct . For clarity, Development Costs do not include costs incurred in the development of non - Co mpound / Product assets ; however, to the extent that costs are incurred that benefit both Compound and / o r Product and other assets, then Development Costs will include a reasonable apportionment of such cos ts proposed by MEI and agreed to by Presage ( such agreement not to be unreasonably withheld, conditio ned or delayed ) . For clarity, Development Costs do not include [ * CONFIDENTIAL * ]