definiens: means all Out - of - Pocket Costs incurred for the ROW Territory related to a Phase IVStudy for any Licensed Product in the ROW Territory, including expenses arising from : ( a ) the activities related to theperformance of the Phase IV Trial ; ( b ) Manufacturing Costs for Licensed Product used in connection with such PhaseIV Study ; ( c ) preparation, filing, and maintenance of related Regulatory Documentation ; and ( d ) any Product Liabilitiesrelating to a Licensed Product being used in the course of such Phase IV Study ; provided, however, any losses, damages, fees, costs and other liabilities, including any Product Liabilities, that are the result of a Party ’s negligence, gross negligence, illegal conduct, willful misconduct or breach of such Party ’s representations or warranties, areexpressly excluded from the definition of Phase IV Trial Expenses, and shall be treated as the sole and exclusiveresponsibility of the Party whose actions or omissions gave rise to such losses, damages, fees, costs and otherliabilities