definiens: ) as set forth below . As used herein, means any and all consideration in any form provi ded by sublicensees, assignees and other transferees ( incl uding without limitation the PRC Sublicensee ) hereunder for rights under the License d Technology related to the Royalty & Milestone Products, excluding : ( a ) Royalties ( which shall be subject to Section 4.1.2 above ) ; ( b ) reimbursement of actual research and Developmen t expenses for Royalty & Milestone Product ; ( c ) manufacturing costs for the Royalty & Milestone Product ; ( d ) payments for prosecution, enforcement or maintenance of any Lice nsed Technology ; ( e ) Milestone Payments which are less than the Milestone Payments due to LICENSOR hereunder, if for achievement of the same Milestone event ; and ( f ) an y proceeds from a Change in Control of LICENSEE or a sale of all or substantially all of L ICENSEE ’s assets wherein [ * * * ] ( [ * * * ] ) [ * * * ] . LICENSEE shall pay all Sublicense Fees recei ved during each Calendar Quarter within [ * * * ] ( [ * * * ] ) following the expiration of ea ch such Calendar Quarter . All payments shall be accompanied by a report that includes a ca lculation of all Sublicense Fees payable to LICENSOR for the applicable Calendar Quarter