definiens: means ( a ) amounts paid to Third Party vendors or contractors for services ormaterials provided by them directly in the performa nce of activities under the GDP, the Medical Affair s Plan or therelevant Commercialization Plan, as applicable, to the extent such services or materials apply solely and directly to aLicensed Compound or Product ( or such amounts paid to Third Parties for other activities not included indetermination of Development Costs or Allowable Exp enses, but for which sharing of Out - of - Pocket Costs isotherwise specified in this Agreement ), or ( b ) sole ly with respect to Section 7.5.3, the amounts paid to anindependent, certified public accountant to conduct an audit in accordance with Section 7.5.1 . For cla rity, Out - of - Pocket Costs do not include payments for internal e xpenses or the out - of - pocket portion, if any, of th e followingexpenses : salaries or benefits ; facilities ; utiliti es ; general office or facility supplies ; insurance ( other than clinical trialinsurance ) ; information technology, capital expendi tures or the like