definiens: means those expenses incurred by a Party which are generally consistent withthe Commercialization Plan ( and associated budget ) and are specifically attributable to Products in the United States, and shall consist of ( i ) Marketing Expenses, ( ii ) Medical Affairs Expenses, ( iii ) Out - of - Pocket Costs, ( iv ) Legal Expenses,(v ) Third Party License Fees, ( vi ) General and Administrative Expenses, ( vii ) Post- Launch Product R&D Expenses,(viii ) Sales Force Expenses, and ( ix ) Restructuring Expenses . Commercialization Costs shall exclude DevelopmentCosts . Notwithstanding the foregoing, E – Page 7 Legal Expenses need not be consistent with the Commercialization Plan ( and associated budget ) as long as they havebeen approved by the JCT . Each Party shall allocate its Commercialization Costs and each of the expenses based onreasonable accounting methodologies consistently applied throughout such Party ’s organization . The foregoing shall notinclude any Out - of - Pocket Costs or other costs which have been included in Development Costs . For clarity, it is theintent of the Parties that costs and headcount included in the foregoing will not be unfairly allocated to the Products ( tothe extent that any Commercialization Cost is attributable, in part, to products or activities other than the Products )