definiens: means the cumulative Commercialization Cost incurred by the Commercialization Party from thelaunch of the CD38 Product in the Field in the Territory ( including fully burdened cost of manufacturing the commercial products, sales andmarketing expenses, general and administrative expenses, phase 4 or post - marketing clinical study costs, commercial milestone and royaltypayments made to Morphosys under the Morphosys Agreement, and all related tax ) less the cumulative Net Sales of CD38 Product sold inthe Field in the Territory during the same time period . It is acknowledged that, upon the Listing of I - Mab, in order for I - Mab to approve anyadditional Commercialization Cost that is higher than the Net Commercialization Cost Budget ( ), I - Mab shall comply with the Applicable Listing Rules and submit such Increased Net Commercialization Cost Budget for theapproval of its shareholders who are not otherwise connected with Everest ( to be determined by the Applicable Listing Rules ) . The IncreasedNet Commercialization Cost Budget may only become effective after being approved by the JSC and the shareholders of I - Mab inaccordance with the Applicable Listing Rules and such approved Increased Net Commercialization Cost Budget shall replace or supplement, as appropriate, the prior Net Commercialization Cost Budget . In the event the JSC approves the Increased Net Commercialization CostBudget but the Unconnected Shareholders do not approve such Increased Net Commercialization Cost Budget, then Everest shall bear onehundred percent ( 100 % ) of any Commercialization Costs that would cause the Net Commercialization Cost to exceed Net CommercializationCosts Cap ( the ) . ” 4