definiens: means the FTE Costs and Out - of - Pocket Expenses th at are incurred by [COMPANY] or its Affiliate on or after the Effective Date in performing the Technical Serv ices ; provided, however, that with respect to the Technical Services set fo rth in Section 3.1.1, Technical Services Costs shall not include any FTE Costs with respect to such Technical Services . For the avoidance of do ubt, the Technical Services Costs specifically exclude any l abor costs, out - of - pocket expenses, or other costs or expenses incurred by [COMPANY] or its Affiliate in : ( a ) revi ewing and commenting on Development Plans, Commercialization Plans, Promotional Materials, and Licensee ’s medical materials, ( b ) drafting and neg otiating the Pharmacovigilance Agreement, ( c ) reviewing and commenting * * * CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN T HIS DOCUMENT, MARKED BY [ * * * ], HAS BEEN OMITTED AND FILED SEPARATELY WITH T HE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED