definiens: means, on an Product - by - Product basis, the amount, if any, by which Net Sales obtained from the sale of such Product in the Territory exceeds the sum of the Selling Person 's : ( a ) manufacturing costs ; ( b ) sales and marketing expenses, including all costs of marketing, promotion and advertising, including sample costs, detailing costs, costs for preparing and reproducing detailing aids, Product promotional materials and other promotional materials, costs of professional education, Product related public relations, relationships with opinion leaders and professional societies, market research, healthcare economics studies, marketing studies related to the Product, and other similar activities directly related to the Product . direct and indirect expenses, such as samples, medical education ; ( c ) ( d ) approval ; distribution expenses ; clinical and regulatory expenses for such Product incurred after marketing ( e ) intellectual property expenses, including all expenses of ( i ) filing, prosecuting, maintaining and enforcing patents, trademarks, copyrights and other intellectual property rights necessary or useful for Development, Manufacture or Commercialization of such Product, ( ii ) any third party license fees, including any license fee, royalty or other amount payable to any Third Party under any current or future agreement to obtain any such intellectual property right, and ( iii ) any additional intellectual property related costs ( such as litigation costs and settlements ) ; and ( t ) all other similar, post - approval costs and expenses properly allocable to the Product under GAAP, 5 in each case to the extent allocable under GAAP to such Net Sales of such Product in the Territory