definiens: means ( A ) those FTE Costs of in - house legal counsel and related personnel(charged in accordance with Section 6.10.3 ) ( i ) incurred and the direct out - of - pocket costs ( including the reasonablefees and expenses paid to outside counsel and other Third Parties, and filing and maintenance fees paid togovernmental authorities ) recorded as an expense by a Party or any of its Affiliates in accordance with AccountingStandards after the Effective Date, during the Term of and pursuant to this Agreement, ( ii ) in connection with theprosecution and maintenance of rights, including filing and registration fees with respect to the Trademark(s ) for theCo - Promotion Product in the Co - Promotion Territory, and ( B ) the costs of litigation ( enforcement or defense ) or otherproceedings, under the Trademark(s ) for the Co - Promotion Product in the Co - Promotion Territory, only to the extentnot reimbursed by a Third Party