definiens: means, with respect to a Product, FTE Costs and Out - of - Pocket Costs incurred by either Party or its Affiliates in connection with ( a ) the Prosecution of [COMPANY] Patent Rights, [COMPANY] Program Patent Rights, or Joint Patent Rights that Cover such Product in the Field in the Territory, reasonably allocated to such Products in the Field if such Patent Rights Cover products other than Products or Indications outside of the Field ; ( b ) conducting patentability, landscape and freedom to operate analyses ( including preparing opinions of invalidity or non - infringement ) with respect to Inventions and Patent Rights of potential relevance to such Product ; ( c ) when mutually agreed by internal or external patent counsel to the Parties with notice to the JSC, conducting opposition, invalidation, reexamination, reissue, post - grant review, inter partes review, or other similar administrative proceeding, administrative appeal thereof, or litigation thereof with respect to Third Party Patent Rights of potential relevance to such Product ; ( d ) enforcing the [COMPANY] Patent Rights, [COMPANY] Program Patent Rights and Joint Patent Rights Covering such Product in the Field in the Territory in accordance with this Agreement ; ( e ) defending Third Party Infringement Claims and Invalidity Claims with respect to the [COMPANY] Patent Rights, [COMPANY] Program Patent Rights and Joint Patent Rights Covering such Product in the Field in the Territory ; and ( f ) establishing, maintaining and enforcing Produet - spccific trademarks in the Territory . Patent and Tradcmark Costs shall include the foregoing activities as they pertain to Bullpen Targets if and to the extent mutually agreed by internal or external patent counsel to the Parties with notice to the JSc