The SNH Parties and the FVE Parties shall each be responsible for their own out of pocket costs, expenses and attorneys’ fees incurred in connection with the consummation of the transactions contemplated by this Agreement, and, in the case of attorneys’ fees, as incurred by any of them in connection with the negotiation, execution and delivery of Transaction Documents.  The SNH Parties and the FVE Parties shall equally share all licensing costs and expenses.