definiens: means costs and expenses incurred by a Party or any of its Affiliates during the term of this Agreement that are specifically identifiable or reasonably allocable to the Commercialization of the Product by such Party or any of its Affiliates for the Shared Territory . Marketing Expenses shall include, without limitation, ( i ) direct - to - consumer advertising, ( ii ) costs of labor for personnel allocated to marketing activities, calculated using the Commercialization FTE Rate ( including without limitation for MSLs and TSSs of [COMPANY] and [COMPANY] ), and out - of - pocket costs paid to Third Parties for marketing activities, ( iii ) costs of obtaining outside services and materials and conducting outside activities, ( iv ) costs incurred by a Party or any of its Affiliates that are directly related to the cost of obtaining sales and marketing data, ( v ) any and all royalties due to SUNY on sales of the Product in the Shared Territory under the SUNY Agreement, subject to Section 8.2(c ) of the Agreement, and ( vi ) the costs associated with representatives serving on the RBU . Notwithstanding anything to the contrary in the foregoing, Marketing Expenses shall specifically exclude the cost and expense of activities that promote a Party 's business as a whole that are not specific to the Product ( e.g., corporate image advertising ) . Marketing Expenses shall include without limitation costs of such activities that are incurred at any time after the Effective Date and during the term of this Agreement