definiens: means ( i ) those FTE Costs of in - house legal counsel and related personnel ( charged inaccordance with Section 6.9 ) ( a ) incurred and the direct out - of - pocket costs ( including the reasonable fees andexpenses paid to outside counsel and other Third Parties, and filing and maintenance fees paid to governmentalauthorities ) recorded as an expense by a Party or any of its Affiliates in accordance with Accounting Standards afterthe Effective Date, during the Term of and pursuant to this Agreement, and ( b ) in connection with the prosecution andmaintenance of rights, including filing and registration fees with respect to the Trademark(s ) for the Co - PromotionProduct in the Co - Promotion Territory, and ( ii ) the costs of litigation ( enforcement or defense ) or other proceedings, under the Trademark(s ) for the Co - Promotion Product in the Co - Promotion Territory, only to the extent not reimbursedby a Third Party