definiens: means, with respect to the Licensed Product for the Field, the following costs to the extent suchcosts are actually incurred, accounted for in accordance with U.S. GAAP as consistently applied by the entity incurring suchcosts, attributable to the marketing or sales of Licensed Product:(i ) direct costs that are exclusively incurred for ( as opposed to allocated to ) obtaining and maintaining RegulatoryApprovals, marketing, promotion, sales and distribution of Licensed Product, including advertising and promotion expenses, such as for example, promotional material and goods, print production / reprints, advertising agency fees, costs of key opinionleaders, advertising space, direct mail, trade show expenses and free samples, conduct of Phase IV clinical studies, conduct ofprimary and secondary market research, sales commissions and salaries, and distribution costs;(ii ) costs relating to the packaging, labelling and release of the Licensed Product ( to the extent not included inManufacturing Costs ), warehouse, distribution and delivery of the Licensed Product and conduct of recalls of the LicensedProduct;(iii ) the amounts payable ( if any ) pursuant to Section 11.6;(iv ) any litigation costs incurred in respect of Third Party infringement of the Licensed Product in the Field or any otherlegal or administrative action in connection with the Field involving an [COMPANY] Patent Right, [COMPANY] Technology or PfizerCombination Product IPR or Trademark;(v ) such other out - of - pocket costs and expenses as the parties may agree upon in writing from time to time ; and(vi ) a reasonable allocation of indirect costs associated with the foregoing direct costs, not to exceed [ * ] per cent ( [ * % ] ) ofsuch direct costs