definiens: means Geneva 's expenditures to sell and market a product, which expenditures shall include all reasonable costs, fees and out - of - pocket or other expenses incurred, paid or accrued by Geneva in connection with the sale of a Product by, but not limited to, its sales force, including but not limited to ( i ) all costs directly all ~ able to the sale of a Product, such as cust6ml!ty co'mmissions attributable to the sale of a Product by its sales force, and ( ii ) the allocable portion of the sales and marketing overhead of Geneva directly attributable to the sale and marketing of a Product, determined by taking an apportioned share ( based on the proportion of a Product to all of the products sold by Geneva, in terms of unit volume ) of the costs and expenses which may not be directly allocated to the sale of a Product, such as costs of operating Geneva 's sales and marketing officers ) through which the Products are sold, all as determined in accordance with GAAP . Selling Expense shall exclude general and administrative and interest expenses and any and all debt service payments of Geneva . Sixty ( 60 ) days prior to the First Commercial Sale of a Product, Geneva shall provide to Atrix a written estimate of the Selling Expense, as a percentage of Net Sales, for that Product for purposes of calculating Net Profits and Atrix Profit Share for that calendar year . For each subsequent calendar year, the Selling Expense used to calculate Net Profits and Atrix Profit Share for that calendar year shall equal the actual Selling Expense for such Product for the preceding calendar year ( as determined in accordance with Section 7.02(c »