definiens: means, with respect to the Lead Compound and corresponding Product, expenses and other costs incurred by or on behalf of a Party that are directly related to the sale, promotion, pre - marketing and marketing of such Lead Compound and Product in the US . Without limitation of the generality of the foregoing, Commercialization Costs shall include ( a ) all reasonable costs and expenses paid to Third Parties by the Parties or their Affiliates in respect of Product marketing efforts in the US, ( b ) the direct costs of internal sales and marketing personnel and field sales force ( for the avoidance of doubt, excluding the costs of managerial, financial, legal and business development personnel ) engaged in the sale, promotion, pre - marketing and marketing of such Product in the US, which will be accounted for based on a commercially reasonable methodology and rate to be agreed upon by the US JMC, with the same methodology and rate applying to both Parties, ( c ) the direct cost of each Party 's managed care organization engaged in activities with respect to the Product in the US, ( d ) the cost of Commercialization Studies of such Product for the US market, and ( e ) the costs of samples of the Product and promotional materials supplied . For purposes of calculating Commercialization Costs, the costs of detailing sales calls will be allocated as a set amount based on the position of the Product in a sales call as established by the US JMC ( e.g., first, second and third position details would represent [ ... * * * ... ] %, [ ... * * * ... ] % and [ ... * * * ... ] %, respectively, of the cost of the call ), with the same cost per call applying to both Parties . No cost or expense item included in Commercialization Costs shall include any [ ... * * * ... ] ( it being understood that any personnel costs that are based on a set rate will not be considered to include any [ ... * * * ... ] ) . In addition, to the extent the activities giving rise to any item of Commercialization Costs relate to, or are conducted for the benefit of, multiple products and one or more of such products are not Product or multiple territories and one of which is the US, then such item of expense shall be allocated on a pro rata basis among such Product and other product(s ) or among the US and other territories based upon a methodology to be established by the US JMC and applied equally to both Parties