definiens: means, subject to Section 9.10, ( i ) the FTE Costs of in‑house legalcounsel and related personnel, the direct out‑of‑pocket costs ( including the fees and expensesowed to outside counsel and other Third Parties for trademark searching, filing, prosecution, and30 [ * ] = Portions of this exhibit have been omitted pursuant to a confidential treatment request . Anunredacted version of this exhibit has been filed separately with the Securities and ExchangeCommission.maintenance fees ) incurred after the Execution Date in connection with the clearance of theProduct Trademarks and the establishment and maintenance of rights of the Product Trademarksin the Territory and ( ii ) the reasonable FTE Costs of in‑house counsel, the reasonable fees andexpenses of outside counsel and other reasonable direct costs incurred in bringing, maintainingand prosecuting any action described in Section 9.10(a )