definiens: shall mean ( a ) ( i ) any and all costs and exp enses directly attributable to the selling, marketing, promotion, and administr ative support, distribution, carrying of inventory and receivables incurred by e ither Party ( including without limitation expenses incurred in connection with seminars, samples and advertising ) for the commercialization of the Rx Pr oducts in United States, ( ii ) regulatory expenses incurred by either Party in con nection with the commercialization of the Rx Products in United Stat es or the maintenance of NDAs in United States, ( iii ) costs and expenses incurred in connection with Phase IV studies undertaken in connection with selling, mark eting, or promoting Rx Product in the United States ; and ( iv ) reasonable o verhead allocated to the Rx Products in United States ; provided, however, that ( A ) the expenses described in Sections 1.14(a)(i ), ( ii ) and ( iii ) above shall all be determined in accordance with generally accepted accounting principles consi stently applied and consistent with general industry practices, but sha ll all exclude amounts included in Cost of Goods Sold ; ( B ) the expenses de scribed in Sections 1.14(a)(i ), ( ii ) and ( iii ) above are directly relat ed to the commercialization of the Rx Products in United States, and are not in curred solely to promote the name or goodwill of the Party which incurred such e xpenses ; and ( C ) absent any change of the Rx Products or change in usage of Rx Products in United States ( including without limitation indications, restrict ions, combinations and dosage forms ) when compared to the capsule and tablet pres entations of Rx Products and the initial indications of perennial allergic rhini tis and seasonal allergic rhinitis, the total expenses to be incurred under S ection 1.14(a)(i ) ( ii ) and ( iii ) above shall not exceed ( but shall not necessa rily be equal to ) a total of [ * * ] during the period between the date of this Agre ement and the second anniversary of the date of first sale of Rx Product in the United States