definiens: means ( a ) all out - of - pocket costs and expenses incurred ( i. e., paid to Third Parties or accrued therefor)by [COMPANY] in connection with the advertising ( including, without limitation, direct - to - consumer advertising ), marketing andpromotion of the Products in the Territory pursuant to a Marketing Plan and in accordance with Legal Requirements, including out - of - pocket costs incurred for : ( i ) marketing publications and the planning and development thereof, and marketresearch, ( ii ) non - personal promotion and advertising ( including costs of journal advertising, promotional materials, directmail, reminder promotions, and web - based promotions ) ; ( iii ) public relations ; ( iv ) professional relations and medicaleducation programs ( including speakers ' programs, symposia and conference presentations ) ; ( v ) advisory boards ; and ( vi)promotional meetings, including meeting and facilities rental and administration costs ; ( vii ) distribution and stockingallowances and service fees paid to wholesalers, distributors, and retail accounts, ( viii ) as well as all rebates paid to managedcare, and ( ix ) all rebates or comparable compensation paid to patients, whether directly or indirectly, on account of creditingpatients any self - retained costs of medical treatment not covered by medical insurance ; ( b ) the supply price paid by Sepracorto [COMPANY] for Promotional Samples pursuant to Section 11.1.3 ; ( c ) always ( i ) only to the extent directly directed at the salespromotion of Products and ( ii ) only to the extent conforming with applicable US codes of ethics and all other4applicable Legal Requirements ; and ( d ) ( i ) to the express exclusion, however, of the costs and expenses incurred by Sepracor(w ) related to any public relations or general promotional activities that are not predominantly related to Product and ( x)generic investment in the Field that is not predominantly linked to the Product ; and ( ii ) to the express exclusion of overheads