definiens: ( as hereinafterdefined ) of such securities ; ( c ) any milestone payments and royalty payments received by [COMPANY] from Merck under Sections 8.4 and 8.5 of theMerck Sublicense, but only to the extent such payments are on account of Products ( as defined in the MerckSublicense ) which are not Licensed Products hereunder ; ( d ) in the event the Sublicense of Licensed Subject Matter is granted in conjunction with a license of distinct GTxtechnology that is not Licensed Subject Matter ( ), amounts allocable to such OtherTechnology as reasonably established by [COMPANY] and the Sublicensee and set out in the Sublicense agreement;provided that if no such allocation is made in the Sublicense agreement, then the prorated portion of any feesor payments ( not otherwise excluded or deducted pursuant to this Section 1.47 ) made to [COMPANY] under suchSublicense agreement in consideration for such Other Technology shall be excluded ; and2 ( e ) up - front fees received by [COMPANY] from Ortho Biotech Products L.P. pursuant to the Joint Collaboration and LicenseAgreement entered into with [COMPANY] effective as of March 16, 2004