definiens: shall mean costs and expenses illcllITed for activities related ilirectly to ( A ) appointing, managing, and supporting Marketing : Distributors with respect to Approvec Produots and Software, including marketing materials provided to Marketing Distributors ; ( Bl distribution of Approved Products and Software to Customers and Marketing Distributors, including sales data collection, order entry and processing, invoioing, creilit and collection ; ( C ) inventory 0 ! Approved Products and Software, including a reasonable carrying cost and cost of facilities to maintain and warehouse such inventory ; ( E ) shipping of Approved Products and Software, includin ~eight and associated insurance, ultimately borne by a Party ; ( F ) returns of Approved Products and Software ; ( G1 marketing, advertising and promotion of Approved Products, including collateral materials, seminars, professional education and tradeshows ; ( li ) training for ilistribution and use oli ! Approved Products, including training of Customers, Marketing Pistributors and sales representatives and agents ; ( I ) support of the Approved Products ; ( 1 ) ~nsurance covering risk relate to losses arising out of or Felated to the maFketing, promotion, distribution, sale or support 0 ! Approved Products and Software herelmder including losses Felated to loss or destruction 0 mventory, loss of business, product liability and the like ; and ( K. ) costs of samples, free goods, replacement roducts and the 1ike all at one hundred ten ercent 110 % ) of Manufactnring ( Josts therefor Included Costs shall include ( a ) salaries, bonuses, benefits, commissions, administrative taff, supplies, materials, travel, lodging and the like for employees of a Party directly involved ill and to the extent allocable to the marketing, promotion, distribution, sale, OF support of Approved ! Products and Software, ( b ) amounts payable to third parties, such as consu1tants and marketing agencies directly involved in and to the extent allocable to the marketing, promotion, distribution, sale or support of Approved Products and Software, and ( c ) costs and expenses for support actualI}\ provided to Customers . It being understood that the allocation of personnel, costs and expenses shal be allocated to activities Felated to A roved Products and Software and such other ac(ii.vities related SV_DOCSII 18708.I[W2000J CONFIDENTIAL to other programs and product lines to approximate the allocation of time and effort between activities related to Approved PmduGts and Software and such other activities . It being furtheE understood and agreed tba ! with respect to allocation of a sales representative or agent to the ! Approved Products and Software, suoh allocation shall be approximately equal to the ratio of the sales Fepresentative 's commission plan directLy tied to the Approved Pwducts and Software divided by the entire potential commission plan over all Products, in each case at 100 % of forecast ; provided that the entire commission plan ~at 100 % of forecast ) is at least 30 % of such representative 's overall compensation package ; and further provided that unless otherwise approved by the Joint Steering Committee, the allocation of a Party 's sales representatives Ot agents fo the A roved Produets and So are shall not be greater than fift ercent ( 50 % ), ( ii ) shall mean costs and expenses uICHl'reQ fOf ( A~ .prosecuting -~- ; " naintaining and enforcing Intellectual Property Rights ( including pursuant to Section 143.5 of the ! Agreement ), ( B ) marketing, advertising or other promotions not related to an Approved Produc ; ' ncluding related to general corporate activities ( e.g., corporate image advertising ), ( C ) general corporate activities, illoluding by way of example executive management and investor relations, ( D ) recmiting or hiring em loxees inoludin relocation and the tike ; E ) embershiQs in sOGieties ov other or anizations