definiens: means the sum for the Development of the LicensedFormulation for the Primary Indication Disease in the Licensed Territory of : ( a ) all out - of - pocket expenses for non - returnable and not already accounted for materials that CPP has received on or before the date that a terminationnotice under this Agreement is given ; ( b ) all out - of - pocket expenses accountable for during the three - month periodimmediately following the date that a notice of termination is given which are subject to non - cancellable commitmentsunder contracts, purchase orders or service agreements made or issued on or before the date that a terminationnotice under this Agreement is given ; ( c ) CPP ’s internal costs ( including associated G&A ) related to the developmentof the Licensed Formulation in the Licensed Territory for the three - month period immediately following the date that anotice of termination under this Agreement is given ; and ( d ) costs related to the cancellation, termination or return ofrespective commitments, contracts and materials as long as such costs are lower in comparison to the costs relatedto a fulfillment of such contracts . Any of those costs shall be accountable for Wind - down Expense only if suchcommitments and contracts reflect market standard conditions