definiens: means, subject to Sections 5.4, 5.5, 5.6, 5.11 and 15.2(a ), those FTE Costs and out - of - pocket costs, including without limitation costs for independent contractors engaged as permitted under this Agreement, incurred by a Party or any of its Affiliates in accordance with GAAP during the term of and pursuant to this Agreement that are specifically identifiable or reasonably allocable to the sales and marketing of a Licensed Product in the Co - Promotion Territory . Sales and Marketing Costs shall include amounts paid by a Party to Third Parties in connection with the Commercialization of Licensed Product by such Third Party ( other than Third Party Royalties ) as permitted by this Agreement . Sales and Marketing Costs include, without limitation, costs connected with the following activities : ( a ) activities directed to the advertising and marketing of Licensed Product, including the use of a Party 's global marketing personnel or marketing personnel specifically allocated to the Co - Promotion Territory ; ( b ) professional education ( to the extent not performed by Sales Representatives ), including, without limitation, Launch meetings ; ( c ) advertising, public relations and medical education agencies, including without limitation, development and distribution of selling and advertising and promotional materials relating to the use of the Licensed Product, field literature, direct - to - consumer advertising campaigns, media / journal advertising, distribution of such advertising and promotional materials by a Party to its sales force personnel, exhibiting at seminars and conventions, convention costs, and promotional premiums ; ( d ) Medical Liaison activities ; ( e ) peer - to - peer activities such as continuing medical education, micro - marketing activities, grand rounds and lunch and dinner meetings ; ( f ) speakers programs including training of such speakers ; ( g ) grants to support continuing medical education or research ( excluding Development Costs ) related to Licensed Product ; ( b ) Licensed Product ; development, publication and dissemination of publications relating to the II = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OFTHE SECURITIES ACT OF 1933, AS AMENDED