definiens: shall mean any and all expenses incident to the performance of or compliance with t his Agreement, including without limitation : ( i ) al l registration and filing fees ; ( ii ) all fees and expenses associa ted with a required listing of the Registrable Secu rities on any securities exchange ; ( iii ) fees and expenses with r espect to filings required to be made with an excha nge or any securities industry self - regulatory body ; ( iv ) fees and expenses of compliance with securities or laws ( including reasonable fees and disbursements of cou nsel for the underwriters page 14 of 37 or holders of securities in connection with blue sk y qualifications of the securities and determinatio n of their eligibility for investment under the laws of such j urisdictions ) ; ( v ) printing, messenger, telephone a nd delivery expenses of SORRENTO ; ( vi ) fees and disbursements o f counsel for SORRENTO and customary fees and expenses for independent certified public accountan ts retained by SORRENTO ( including the expenses of any comfort letters, or costs associated with the deliv ery by independent certified public accountants of a comfort letter or comfort letters, if such comfort letter or comfo rt letters is required by the managing underwriter ) ; ( vii ) securities acts liability insurance, if SORRENTO so desires ; ( viii ) all internal expenses of SORRENTO ( including, without limitation, all salaries and expenses of its office rs and employees performing legal or accounting dut ies ) ; ( ix ) the expense of any annual audit ; and ( x ) the fees and e xpenses of any Person, including special experts, r etained by SORRENTO ; provided, however that shall not include und erwriting fees, discounts or commissions attributable to the sale of the Registr able Securities or any legal fees and expenses of c ounsel to MAYO