definiens: means all expenses incident to the Company 's compliance with the requirements relating to the filing of a Registration Statement registering the Registrable Shares pursuant to this Agreement, including all registration, filing and Nasdaq fees, all fees and expenses of complying with securities or laws, all word - processing, duplicating and printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits or letters required by or incident to such performance and compliance, premiums and other costs of policies of insurance obtained by the Company against liabilities arising out of the public offering of the Registrable Shares being registered, but excluding fees and disbursements of counsel retained by the Licensors, premiums and other costs of policies of insurance obtained by the Licensors or their agents or Underwriters, as defined below, against liabilities arising out of the public offering of the Registrable Shares being registered, any fees and D-15 CONflDI : NTIAl Execution Copy disbursements of Underwriters and all underwriting discounts and commissions and transfer taxes, if any, relating to the Registrable Shares