definiens: means, with respect to a Shared Product and with respect to a Calendar Quarter, all generaland administrative overhead costs of the functions that directly support the promotion of such Shared Product in theField in the United States under the Agreement, including costs reasonably attributable to compliance, accountadministration, accounts payable and receivables management, interest on working capital associated with inventory andreceivables of such Shared Product in the United States, and Out - of - Pocket Expenses incurred for legal and accountingfunctions, in each case incurred in accordance with the Commercial Plan . The Parties anticipate that such functions shallbe performed almost exclusively by or on behalf of Infinity and Infinity Related Parties, so the vast majority of theParties ’ collective Allocable Overhead Costs will be incurred by Infinity and Infinity Related Parties and, therefore, theParties shall in good faith agree upon a method of ensuring that each Party attributes costs to Allocable Overhead Costsin a manner that reflects each Party ’s relative responsibility for the functions described in this definition