definiens: means the following costs and expenses to the exte nt that such costs and expenses ( i ) are incurred ( i.e., paid or accrued ) b y the Parties or its Affiliates after the December 31, 2015 in the course of the performance of activities with respec t to a Licensed Product performed by or on behalf o f such Party pursuant to the License Agreement, and ( ii ) t o the extent reasonably and fairly attributable or allocable to fulfilling such Party ’s transfer activities in acco rdance with the applicable Transfer Plan and/or thi s Termination Agreement, and ( iii ) in any event, only to the exte nt incurred in accordance with the then - current Tra nsfer Plan Budget . Without limiting the generality of the fore going, Wind - Down Expenses may include, by way of example, and not by way of limitation the costs of : ( a ) Wind - down activities in accordance with the Tra nsfer Plan, including winding down Clinical Trials and pre - clinical, non - clinical, and translat ional studies relating to the Compound and/or Licen sed Product ; ( b ) manufacturing technology transfer and support ; ( c ) transferring regulatory filings, including fili ng or other fees paid to Regulatory Authorities, to obtain, support or maintain Regulatory Approval for the Licensed Product ; 5 ( d ) other items explicitly included in the Transfer Plan Budget in accordance with this Termination Agreement or specifically designated as Wind - Down E xpenses elsewhere in this Termination Agreement ; including : ( i ) payments invoiced by Third Party contractors in relation to the foregoing Wind - Down activities ( x ) that one Party is required to make ; and ( y ) that pertain to work performed by such Third Party contractors after the Effective Date to the extent reasonably and fairly attributable or allocable to the Transfer activities under the T ransfer Plan, and ( ii ) other costs and expenses to be paid by a Party to a Third Party after the Ef fective Date to the extent reasonably and fairly attributable or allocable to fulfilling such Party ’s responsibilities under the Transfer Plan and this Termination Agreement that are itemized in the Transfer Plan Budget ; such payments shall be evidenced by receipts issued by such Third Party, but excluding : ( ii ) each Party ’s personnel cost for internal sci entific, medical, technical or managerial personnel engaged in such efforts