definiens: means those FTE Costs of in - house legal counsel and related personnel ( charged inaccordance with Section 6.9 ) incurred and the direct out - of - pocket costs ( including the reasonable fees and expensespaid to outside counsel and other Third Parties, and filing and maintenance fees paid to governmental authorities)recorded as an expense by a Party or any of its Affiliates in accordance with Accounting Standards after the EffectiveDate, during the Term of and pursuant to this Agreement, ( i ) in connection with the prosecution and maintenance ofrights, including costs of patent interference, opposition, reissue, or re - examination proceedings and filing andregistration fees with respect to the [COMPANY] Patents, Joint Patents or [COMPANY] Patents, in each case to the extentthat they claim the composition of matter, article of manufacture, method of use or method of manufacture of a Co - Promotion Product in the Co - Promotion Territory, and ( ii ) the costs of litigation ( enforcement or defense ) or otherproceedings, under the [COMPANY] Patents, Joint Patents and [COMPANY] Patents, in each case only to the extent relatedto a Co - Promotion Product in the Co - Promotion Territory and not reimbursed by a Third Party