definiens: means the sum of direct and allocated FTE Costs f or ( a ) Development Costs and PersonnelCosts related to the Co - Development of a Developmen t Lead or Clinical Candidate, ( b ) Promotion Expense ; ( c ) Pre - MarketingExpenses ; ( d ) Distribution Expenses ; ( e ) Working Ca pital Charges ; ( f ) Sales and Marketing Expenses ; ( g ) Post - ApprovalResearch and Regulatory Expenses ; ( h ) License Fees and ( i ) any other out - of - pocket cost or expense sta ted to be aCommercialization Cost in this Agreement or under t he Product Commercialization Plan . For purposes of clarity, Commercialization Cost shall not include any intern al and out - of - pocket costs, expenses and fees incur red in prosecuting, andmaintaining, the Product Trademark, Licensed Patent Rights, ARCHEMIX Patent Rights and/or ELAN Patent Rights coveringa Co - Developed Product