definiens: means, with respect to a given Product and a given time period, those expensesincurred by a Party in performing its obligations under the Shared Territory Commercialization Plan and in accordance withthe Shared Territory Commercialization Budget ( other than with respect to Regulatory Costs as specified below ) then in effectand that are directly and reasonably allocable to Commercialization ( or Development 9 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEENOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OFTHE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.with respect to Regulatory Costs ) of such Product in the Shared Territory and incurred in accordance with an approved SharedTerritory Commercialization Plan and Budget ( other than with respect to Regulatory Costs as specified below ), and thatconsist of : ( a ) Manufacturing Costs for the Shared Territory ; ( b ) Sales and Marketing Costs ; ( c ) costs associated with MedicalEducation Activities, and other ancillary services to the foregoing ( to the extent not otherwise included in Sales andMarketing Costs ) ; ( d ) Distribution Costs ; ( e ) Third Party Payments with respect to the Shared Territory, subject to Section 7.7;(f ) Trademark Costs ; ( g ) costs of patient assistance and indigent / expanded access programs with respect to a Product in theShared Territory ; ( h ) import duties and similar charges for Products sold in the Shared Territory, to the extent not recovered asa Manufacturing Cost ; ( i ) amounts written off by reason of uncollectible debts, to the extent consistent with Partner ’s businesspractices for its other pharmaceutical products in the Shared Territory ; ( j ) costs of developing information and dataspecifically intended for national accounts, managed care organizations and group purchasing organizations with respect to aProduct ; ( k ) costs of conducting advisory board meetings or other consultant programs, the purpose of which is to obtainadvice and feedback related to Commercialization of a Product in the Shared Territory and ( l ) all Regulatory Costs for theShared Territory incurred by a Party in performing its obligations under the Shared Territory Commercialization Plan or theJoint Development Plan . Joint Commercialization Costs shall include such Commercialization Costs which are incurred afterthe Effective Date and prior to the First Commercial Sale of Product in the Shared Territory ( pre - launch costs ) . To the extentthat any of the foregoing expenses apply to both the Shared Territory and the Licensed Territory, such costs shall bereasonably allocated between the Shared Territory and the Licensed Territory by unanimous decision of the JCC based on theexpected benefit in the Shared Territory and the Licensed Territory as determined by the composition of the expected targetaudience or any other reasonable criteria determined by the JCC . Notwithstanding the foregoing, Joint CommercializationCosts shall exclude : ( i ) Commercialization Costs incurred solely with respect to the Licensed Territory ; ( ii ) any DevelopmentCosts other than Regulatory Costs ; ( iii ) income tax liabilities and corporate overhead costs of either Party ; ( iv ) [ * ] ; and(v ) Commercialization Costs and Regulatory Costs incurred prior to the Effective Date