definiens: means, with respect to a particular Co - Promoted Product during its Co - Promotion Termduring a Calendar Year, an allocated share as agreed by the Parties ( which agreement shall not be unreasonably withheld ordelayed ) of all actual indirect marketing, promotion and marketing operational expenses incurred by [COMPANY] or its Affiliatesfor their marketing of all its products, including such Co - Promoted Product, in the U.S. during such year, to the extent suchexpenses are reasonably allocable to such U.S. marketing of such Co - Promoted Product by [COMPANY] or its Affiliates ( and not, for example, more properly allocated to other activities not related directly to such U.S. marketing of the Co - PromotedProduct ) and are consistent with the budget for such indirect expenses in the Co - Promotion Plan for such Co - PromotedProduct, but excluding for clarity any costs that are, or are allocated to, Direct Marketing / Promotion Expenses or MedicalAffairs Costs . Examples of Indirect Marketing Expenses include costs directly incurred for order management center, samplefulfillment costs ( other than manufacturing ), indirect managed care support, e - business strategies and solutions, office of legal, public affairs and finance, all solely to the extent such costs are incurred with respect to activities directly involving marketingof Co - Promoted Product in the U.S. and are appropriate to allocate to the total marketing costs of such marketing efforts, * * * Confidential Treatment Requested 10 CONFIDENTIALcalculated in accordance with GAAP and [COMPANY] ’s then - current standard cost methodology that is applied consistently topharmaceutical products sold by [COMPANY] in the U.S