definiens: shall mean the sum of the following items, in each case to the extent attributable toCommercialization of Licensed Products in the Field in the Territory in accordance with an approved CountryCommercialization Plan or Territory Commercialization Plan:(a ) [ * * * * * * * * * * * * * * * * * * * * * * * ] to cover the cost of distribution, freight, insurance and warehousing, related to thesale of Licensed Products in the Field in the Territory;(b ) bad debt attributable to Licensed Products in the Field sold in the Territory;(c ) Sales Force Cost;(d ) Medical Affairs Cost;(e ) Out - of - Pocket Costs related to ( i ) the marketing, advertising and/or promotion of Licensed Products in the Field inthe Territory ( including, without limitation, educational expenses, advocate development programs and symposia andPromotional Materials ), ( ii ) market research for Licensed Products in the Field in the Territory and ( iii ) the preparationof training and communication materials for Licensed Products in the Field in the Territory;(f ) a portion of Out - of - Pocket Costs agreed upon by the Parties related to the marketing, advertising and promotion ofLicensed Products in the Field in the Territory ( including, without limitation, educational expenses, advocatedevelopment programs and symposia, and promotional materials ) to the extent such marketing, advertising andpromotion ( i ) relate to both Licensed Products and other Company products or ( ii ) relate to Licensed Products in theField in both the Territory and the Excluded Territory, in each case, as agreed upon in an approved TerritoryCommercialization Plan or Country Commercialization Plan;(g ) Out - of - Pocket Costs related to Non - Approval Trials for Licensed Products in the Field in the Territory, including, without limitation, the Out - of - Pocket Cost of clinical research organizations, investigator and expert fees, lab fees andscientific service fees, the Out - of - Pocket Cost of shipping clinical supplies to centers or disposal of clinical supplies, ineach case, to the extent not included in Commercial Supply Cost ; and16 ( h ) Commercial Overhead Charge