definiens: shall mean with respect to a particular Collaboration Product ( i ) the Production Costs of such Collaboration Product ; ( ii ) the direct costs incurred by a party hereto or its Affiliates with respect to Collaboration Product - specific sales, marketing and promotion of such Collaboration Product and allocation of the direct field force expense for such Collaboration Product ; ( iii ) other expenses allocable to such Collaboration Product in accordance with GAAP and ( iv ) running royalties paid by the party selling such Collaboration Product under Third Party Agreements on Net Sales of such Collaboration Product . On or promptly following the establishment of the Commercialization Committee in accordance with Section 8.6.1, the parties shall reasonably agree on method of allocating other expenses described in clause ( iii ) above and the method of calculation of such other expenses . For the avoidance of doubt, in no event shall Operating Expenses ( as defined in this Section 1.44 ) be used as a deduction in calculating Net Sales for purposes of determining royalties payable pursuant to Section 9.2 ; provided, however, that those items that may be properly deducted in calculating Net Sales pursuant to Section 1.40 may be so deducted, even if such items would also be included in a calculation of Operating Expenses pursuant to this Section 1.44