definiens: means those expenses incurred for a Collaboration Product subsequent to the receipt of Regulatory Approval of the Collaboration Product in a given country in the Territory and shall consist of : 101355 vl3IPA 267FI3!.DOC 080798/1621 ( a ) Cost of Goods Shipped ; 1 . [ J : ; CONFIDENTIAL TREATMENT REQUESTED ·, ( b ) Costs of gistribution and shipping of the Collaboration Product to distributors and customers within the Territory ( ) ; ( c ) Direct costs, specifically allocable to the Collaboration Product, incurred to operate and maintain the sales force which promotes and sells the Collaboration Produ ~ t, as well as'sales bulletins and other communications, sales meetings, specialty sales forces, call reporting and other monitoring / tracking ~osts, district and regional sales management and marketing management ( ) ; ( d ) Costs, excluding ~orporate and administrative overheadJ incurre~ by a Party or for its account which are ; I2.ecifrcally identifiable to the advertising and marketing of the Collaboration Product and relateCll£rofessional education ( to the extent not performed by sales representativeshlincluding, without limitation, tfrint advertisements, direct mail, exhibitions at seminars and conferences, samples packages, promotional literature and market research ( " Advertising and Promotional Expenses ) ( e ) Costs associated with thewreparation and filing of a Health Economic Submission with the PBAC and the obtaining of PBS Listing for the A viron Product or any Future [COMPANY] Product ( " PBS Listing Costs ] ; --(t ) Post - Regulatory Approval medical and clinical trial costs, & osts of monitoring adverse drug reactions, costs of quality control complaints and costs assocIated with maintenance of regulatory approvals for Collaboration Producil ( g ) Costs ofm - roduct liability insurance with r ~ ect to claim ~ regarding the Collaboration Product in the Territory and costs associated with(!p.e defense and settlement of ~~uch claim ] ( h ) Costs associated with thel!egistration and maintenance of the trademarl1 ~se~ in conne~~ion . with th{marketing and sal3 of the Collaboration Product or any ilidemark < mfringement htigat103 and ( i ) : ( Royalties or other amounts payable by either A viron or [COMPANY] to any Third Party other than Michigan for rights to intellectual property necessary for the manufacture, use or sale of Collaboration Products in the Territory ( [COMPANY] Product " means [COMPANY] 's live, intranasally delivered, cold adapted influenza vaccinellii a formulation which is purified from egg allantoic fluid for the pl!fPose of achieving potency at refrigeration temperatures ( i.e. 2 ° _8 ° C . ) and not frozen temperature ' ! 1.4 means Net Sales of [COMPANY] Products less all Allowable Expenses