definiens: or shall mean, with respect to a Shared Product, the communication by a Sales Representative to amember of the Target Audience ( a ) involving face - to - face contact, ( b ) describing in a fair and balanced manner the FDA - approved indicated uses and other relevant characteristics of such Shared Product, ( c ) using promotional materials in an effortto increase the Target Audience prescribing or hospital ordering preferences of such Shared Product for its FDA - approvedindicated uses, and ( d ) made at the Target Audience member ’s office, in a hospital or other place where the Target Audiencemember normally issues prescriptions where the principal objective is to place an emphasis, either primary or secondary, on aShared Product and not simply to discuss a Shared Product with a member of the Target Audience . For the avoidance of doubt, discussions at conventions, congresses and meetings of key opinion leaders organized by a Party shall not constitute or shall mean ( a ) Net Sales of the Shared Product in the U.S., plus ( b ) Recoveries ( if any ), less SharedDevelopment Costs, Cost of Goods and Shared Commercialization Costs . For the avoidance of doubt, ( 1 ) costs deducted incalculating Net Sales shall not be deducted a second time in calculating Net Profits / Losses, and ( 2 ) costs that are included inone category of costs ( i.e