definiens: means, with respect to a Joint Product in the app licable Profit Share Territory for any period, the direct out - of - pocket costs paid to Third Parties recorded as an expense in accordance with GAAP that are incurred by or on beh alf of a Party or any of its Affiliates after the E ffective Date and during the Term and that are specifically identifiable or reasonably allocable to the marketi ng and promotion of such Joint Product in the applicable P rofit Share Territory for such period . Subject to t he foregoing, Sales and Marketing Costs shall include costs incur red in connection with the following activities ( bu t in each case only to the extent specifically identifiable o r reasonably allocable to the marketing and promoti on of such Joint Product in the applicable Profit Share Territ ory ): ( a ) activities directed to the advertising and mark eting of such Joint Product, in the applicable countries in the Territory ; ( b ) launch meetings ; ( c ) advertising and public relations agencies, incl uding development and distribution of Promotional Materials, field literature, direct - to - consumer adv ertising campaigns, media / journal advertising, exhi biting at seminars and conventions, convention costs, and pro motional premiums ; ( d ) peer - to - peer activities such as lunch and dinne r meetings ; ( e ) speakers programs, including training of such s peakers ; ( f ) developing, obtaining, and providing training p ackages for such Joint Product ; ( g ) PDE Costs ; ( h ) developing and performing market research ; ( i ) developing reimbursement programs ; ( j ) developing information and data specifically in tended for national accounts, managed care organizations, governmental agencies ( e.g., federal, state and local ), and other group purchasing orga nizations, including pull - through activities ; ( k ) establishing and conducting one or more trainin g facilities for potential users of such Joint Product, including trainer costs, facility costs, s upplies and user costs ; and Specific terms in this exhibit have been redacted b ecause confidential treatment for those terms has b een requested . These redacted terms have been marked in this exhibit with three asterisks [ * * * ] . An unreda cted version of this exhibit has been separately filed w ith the Securities and Exchange Commission