definiens: means any ( i ) all out - of - pocketexpenses incurred by the Parent, the Seller or their Subsidiaries, betweenJanuary 1, 2008 and the Transfer Date, in conducting the Gestiva Business inthe Ordinary Course of Business, including in seeking to obtain and obtainingthe Gestiva NDA Approval as required pursuant to Section 8.5 hereof, in -----------accordance with the budget set forth on Schedule 1.1(f ) or as approved by the ---------------Joint Integration Committee or otherwise incurred in accordance with Section -------8.1(b)(i ), other than any expenses, including salary and benefits, related to---------the continued employment of any employee of the Parent, the Seller or theirSubsidiaries, ( ii ) all out - of - pocket expenses incurred by the Parent, theSeller or their Subsidiaries, between January 1, 2008 and the Transfer Date, under the Assumed Contracts pursuant to the terms in effect on the date hereofor otherwise entered into or amended as permitted by Section 8.1(b)(iv ), ( iii)all out - of - pocket expenses incurred by the Parent, the Seller or theirSubsidiaries in the Ordinary Course of Business in respect of the GestivaGovernmental Permits that are Purchased Assets to the extent relating to theoperation or conduct of the Gestiva Business during the period beginning onJanuary 1, 2008 and ending on the Transfer Date, and ( iv ) the expenses setforth on Schedule 1.1(g ), in each of the cases of clauses ( i)-(iv ) without ---------------duplication of expenses