definiens: means the costs actually incurred by or on behalf of a Party, including all FTE costs measured at the FTE Rate and out - of - pocket co sts paid by a Party to Third Parties ( collectively ), after the Effective Date in connection with the Development o f the Product ( a ) in accordance with ( i ) the Initia l Development Plan or ( ii ) the Development Plan and D evelopment Budget, as applicable, or ( b ) ( i ) subjec t to and in accordance with Section 5.3(f ), outside the Deve lopment Plan or ( ii ) subject to and in accordance w ith Section 5.2(b ), outside the Initial Development Plan, and i n each case ( a ) and ( b ), as determined from the boo ks and records of the applicable Party or its Affiliates maintaine d in accordance with the Accounting Standards . Notw ithstanding the foregoing, Development Cost shall exclude [ * ], which shall be [ * ], all [ * ], which shall be [ * ] and all [ * ]