definiens: means all Out - of - Pocket Costs incurred for the Territoryrelated to a Phase IV Study for any Licensed Product in the Territory, including expenses arisingfrom : ( a ) the activities related to the performance of the Phase IV Study ; ( b ) Manufacturing Costsfor Licensed Product used in connection with such Phase IV Study ; ( c ) preparation, filing, andmaintenance of related Regulatory Documentation ; and ( d ) any Product Liabilities relating to aLicensed Product being used in the course of such Phase IV Study ; provided, however, that anylosses, damages, fees, costs and other liabilities, including any Product Liabilities, that are theresult of a Party ’s negligence, gross negligence, illegal conduct, willful misconduct or breach ofsuch Party ’s representations or warranties, are expressly excluded from the definition of PhaseIV Study Expenses, and shall be treated as the sole and exclusive responsibility of the Partywhose actions or omissions gave rise to such losses, damages, fees, costs and other liabilities