definiens: means those costs and expenses incurred by [COMPANY] directly inconnection with the Development of a Product in accordance with this Agreement and the applicable AnnualDevelopment Plan, including without limitation:(a ) all Out - of - Pocket Costs, including, without limitation, fees and expenses associated with the conduct ofExelixis Clinical Trials or any other mutually agreed Development activities with respect to a Product;(b ) [COMPANY] FTE Costs;(c ) [COMPANY] Clinical Supply Costs incurred in connection with the [COMPANY] Clinical Trials or the supply toSanofi - Aventis of Clinical Supply Requirements ; and - 3 - [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of1934, as amended.(d ) any other costs or expenses [ * ] incurred in connection with any other mutually agreed research orDevelopment activities of [COMPANY] with respect to a Product