definiens: means, net of any recoveries or reimbursements paid to a Selling Party from athird party ( other than the Purchaser ), any documented, out - of - pocket costs and expenses of any SellingParty reasonably incurred in connection with ( a ) the maintenance and prosecution of any DM IntellectualProperty Rights and any infringement relating thereto ( but only to the extent such maintenance orprosecution is required under the terms of a License Agreement or is required pursuant to the terms hereof),(b ) the enforcement of the License Agreement ( except as provided in Section 5.5(d ) ), ( c ) the entering intoany New License Agreements if incurred at the direction of Purchaser, and ( d ) any performance of anyobligations, the cost of which are expressly borne by the Purchaser hereunder ( including pursuant to Section5.5(e ) ), in each case to the extent ( i ) such costs and expenses relate directly to the DM Portfolio Products ( inother words, if any such costs and expenses relate only partially to the DM Portfolio Products, then in suchproportion as such costs and expenses relate to the DM Portfolio Products ) and ( ii ) not reimbursed by aLicensee in accordance with the applicable Licensee Agreement or otherwise reimbursed by the Purchaserhereunder