definiens: means Out - of - Pocket Costs and Commercial FTE Cost s directly associated withnotification, retrieval and return of a Product, de struction of such returned Product, replacement Pro duct anddistribution of the replacement Product, in each ca se that are incurred with respect to a Recall condu cted inaccordance with Section 5.1.2 of the Agreement ; the Parties acknowledge that if the Recall was not ant icipated at thetime the US Commercialization Budget was establishe d for a Calendar Year, then the Recall Expenses sha ll not beincluded for determining whether the Party conducti ng such Recall has exceeded the amounts budgeted to be incurredby such Party in such Calendar Year for Allowable E xpenses . Notwithstanding the foregoing, for clarity, RecallExpenses that are Losses entitled to indemnificatio n under Sections 11.1(b ) or 11.2(b ) shall be solely borne by therelevant Indemnifying Party, and shall not be share d hereunder