definiens: means any and all patents and patent applications ( anywhere in the world ) ownedor controlled by UBC or the Licensee that claim or cover an Improvement ; ( q ) means an Investigational New Drug application in accordance with the rules and regulations of theFDA or foreign equivalents of such application ; ( r ) is defined in Article 9.1 ; ( s ) is defined in Article 3.5 ; ( t ) means collectively : ( a ) the Patents, and ( b ) all Improvements Patents that claim or coverUBC Improvements or Assigned Licensee Improvements ; ( u ) means all improvements, variations, updates, modifications, andenhancements relating to the Patents or Technology made, discovered and/or acquired by the Licensee orany Sublicensee at any time after the Effective Date, which are based on or incorporate the Technologylicensed under this Agreement, but excluding all Assigned Licensee Improvements . For clarity LicenseeOwned Improvements includes any new 4 compounds made or discovered by Licensee or its Sublicensee(s ) that : ( i ) are not claimed or covered by thePatents in existence prior to the initial manufacture or discovery of such new compounds, and ( ii ) areanalogs of and synthesized based upon a compound, group of compounds, or pharmacophore that is claimedor covered by the Patents in existence prior to the initial manufacture or discovery of such new compounds ; ( v ) is defined in Article 5.2(b ) ; ( w ) is defined in Article 11.6 ; ( x ) is defined in Article 6.1(a ) ; ( y ) is defined in Article 6.1(a ) ; ( z ) means all revenues, receipts, money, and the fair market value of any shares or othersecurities, or other consideration collected or received whether by way of cash, credit or other valuereceived by the Licensee and/or any Sublicensee from the marketing, manufacturing, sale, distribution orother commercial disposition of Products or Licensee Owned Improvement Products to third partypurchasers, less the following deductions to the extent actually accrued or allowed with respect to suchsales : ( i ) Trade, quantity and early payment discounts off of the invoice price ; ( ii ) amounts actually credited, rebated or allowed for rejections, returns or recalls of Products orLicensee Owned Improvement Products ; ( iii ) governmental and managed care rebates or chargebacks to the extent actually incurred or allowedwith respect to Products or Licensee Owned Improvement Products sold during the relevant timeperiod to group purchasing organizations, hospitals or other buying groups ; ( iv ) retroactive price reductions that are actually allowed or granted ; ( v ) sales, excise and other taxes ( other than taxes on the income of the selling party ), duties andgovernment charges ; ( vi ) transportation, shipping and insurance to the extent separately reflected on the invoice ; and ( vii ) amounts written off as uncollectible bad debt after making all commercially reasonable efforts tocollect such amounts