definiens: means any amounts paid or payable under any Applicable Bluebird In - License that areincurred by Bluebird solely and directly as a result of the grant of a sublicense thereunder under this License Agreement toCelgene, any of [COMPANY] ’s contract Third Parties under Section 3.5, or any further Sublicensees of [COMPANY] ( including ofCelgene ’s Affiliates that are granted sublicenses ) under this License Agreement . Any such payments will include [ * * * ] butexcluding [ * * * ] 1.24 means all ( i ) Patents, Materials and Know - How Controlled at any time during the term of this LicenseAgreement by Bluebird or any of its Affiliates ( including any applicable Collaboration IP and Bluebird Technology ), otherthan pursuant to an Applicable Bluebird In - License, and ( ii ) Bluebird In - Licensed IP, in each case to the extent necessary oruseful to Develop Elected Candidate and Develop and Commercialize Licensed Product