definiens: means, net of any recoveries or reimbursements paid to a Selling Party from a third party ( other than the Purch aser ), any documented, out -of - pocket costs and expenses of any Selling Party reasonably incurred in connection with ( a ) the maintenance and prosecution of any DM Intellectual Property Rights and any infringement relating thereto ( but only to the extent suc h maintenance or prosecution 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 into any New License Agreeme nts if incurred at the direction of Purchaser, and ( d ) any performance of any obligations, the cost of which are expressly borne by the Purchaser hereunder ( including pursuant to Section 5.5(e ) ), in each case to the extent ( i ) such costs and expenses relat e directly to the DM Portfolio Products ( in other words, if any such costs and expenses relate only partially to the DM Portfolio Products, then in such proportion as such costs and expenses relate to the DM Portfolio Products ) and ( ii ) not reimbursed by a Licensee in accordance with the applicable Licensee Agreement or otherwise reimbursed by the Purchaser hereunder