definiens: means the direct out of pocket costs ( including t he reasonable fees and expenses paid to outside counsel and other Third Parties, and fil ing and maintenance fees paid to Governmental Autho rities ) recorded as an expense by a Party or any of its Aff iliates in accordance with GAAP after the Effective Date, during the Term of and pursuant to this Agreement, ( i ) in connection with the prosecution and maintena nce of rights, including costs of patent interference, opp osition, reissue, or re - examination proceedings and filing and registration fees with respect to the Reata Patents, [COMPANY] Patents, or Joint Patents, and ( ii ) the co sts of litigation ( enforcement or defense ) or other proceedings, unde r the Reata Patents, [COMPANY] Patents and Joint Paten ts, in each case only to the extent related to a Joint Product in the applicable Profit Share Territory and not re imbursed by a Third Party