definiens: or means, with respect to the Co - Exploited Product, the communication by a SalesRepresentative to a member of the Target Audience ( a ) involving face - to - face contact, ( b ) describing in a fair andbalanced manner the FDA - approved indicated uses and other relevant characteristics of such Co - Exploited Product,(c ) using promotional materials in an effort to increase the Target Audience prescribing or hospital orderingpreferences of such Co - Exploited Product for its FDA - approved indicated uses, and ( d ) made at the Target Audiencemember ’s office, in a hospital or other place where the Target Audience member normally issues prescriptions wherethe principal objective is to place an emphasis, either primary or secondary, on the Co - Exploited Product and notsimply to discuss the Co - Exploited Product with a member of the Target Audience . For the avoidance of doubt, discussions at conventions, congresses and meetings of key opinion leaders organized by a Party shall not constitute or means the actual fully burdened cost to, and out - of - pocket incurred by, Licenseeor its Affiliates for the Manufacture and/or supply of quantities of the Co - Exploited Product for Development use, calculated using a methodology consistent with IFRS