definiens: means, with respect to a Profit - Share Product and each Calendar Quarter, all FTE Costs and Out - of - Pocket Costs incurred by the Parties or their Affiliates specific to the Development, Manufacture or Commercialization of such Profit - Share Product in the Field and the Territory during the applicable Calendar Quarter, including such FTE Costs and Out - of - Pocket Costs which are : ( a ) Development Costs, subject to Sections 4.1(c ) and 404(b ) ; ( b ) Manufacturing Costs ; ( c ) Commercialization Costs, subject to Section -2 - 6562860 CONFIDENTIAL TREATMENT MATERIAL 5 . ] ( b ) ; ( d ) Distribution Costs ; ( e ) Regulatory Costs ; ( 0 Patent and Trademark Costs ; Third Party IP Costs ; ( h ) Product Liability Costs ; and ( i ) Medical Affairs Costs ; but Allowable Expenses shall exclude in all cases the cost of general corporate overhead and administrative personnel . For clarity, no milestone payment made to [COMPANY] or its Affiliates pursuant to Section 7.5(a ) hereof shall be an Allowable Expense