definiens: means all out - of - pocket costs and internal costs, other than Excluded Costs, thatare incurred by a Party ( or for its account by an Affiliate or a Third Party ) after the Lead Optimization Completion Datein connection with ( a ) the performance of Research Activities with respect to any [COMPANY] Compound and/or JointProgram Compound after the Lead Optimization Completion Date and ( b ) the performance of Development Activitieswith respect to any Collaboration Compound that is directed against a Collaboration Target . For purposes of thisdefinition, ( a ) out - of - pocket costs means the actual amounts paid to a Third Party for specific external ResearchActivities or Development Activities applicable to an [COMPANY] Compound, Joint Program Compound or CollaborationCompound, as the case may be, including, ( i ) all fees required for, and other costs associated with, any RegulatoryFilings in the Territory, ( ii ) all Patent Costs related to the preparation, prosecution, filing and maintenance ofCompound - Specific Patent Rights applicable to an [COMPANY] Compound, Joint Program Compound and/or CollaborationCompound as provided in Article 10, and ( iii ) the costs and expenses incurred by [COMPANY] in connection with itsacquisition of rights to any Third Party Development Technology as provided in Section 4.5, and ( iv ) the legal costsand expenses, and the fees and expenses of any Third Party consultant, incurred in connection with theimplementation of any Out - Licensing Plan, including the negotiation and execution of agreements with respect to apotential or actual Out - Licensing Transaction ; ( b ) internal costs means the applicable FTE Cost for FTEs utilized inthe relevant period on activities directly relating to Research Activities conducted on an [COMPANY] Compound, JointProgram Compound and/or Collaboration Compound to the extent occurring after the Lead Optimization CompletionDate in accordance with an approved Research Plan or Development Activities in accordance with an approvedDevelopment Plan and/or in connection with the negotiation and execution of agreements with respect to a potential oractual Out - Licensing Transaction ; and ( c ) the out - of- * * * = Portions of this exhibit have been omitted pursuant to a request for confidential treatment . An unredactedversion of this exhibit has been filed separately with the Commission