definiens: means, on a Profit - Share Product - by - Profit - Share Product basis, FIE Costs and Out - of - Pocket Costs incLllTed by [COMPANY] or its Affiliates in the Territory and, to the extent [COMPANY] US exercises the Co - Promotion Option for a Profit - Share Product pursuant to Section 5.4 and the Parties enter into a Co - Promotion Agreement, by [COMPANY] US in the United States in accordance with the Co - Promotion Agreement, in Commercializing the relevant Profit - Share Product in the Field in accordance with this Agreement and the applicable Commercialization Plan, subject to Section 5.1 ( b ), including such Costs and Out - of - Pocket Costs which are : ( a ) Indirect Selling Expenses ; ( b ) Includable Sales and Marketing Operations Costs ; ( c ) Includable Sales Force Costs ; and ( d ) Marketing and Education Expenses ; in each case determjned from the books and records of [COMPANY] or its Affiliates or, if applicable, [COMPANY] US, in each case maintained in accordance with Accounting Standards