definiens: means:(a ) all royalties, milestone payments and other amounts paid, owed, accrued or otherwise requiredto be paid to a Selling Party, in each case accruing from and after the Royalty PaymentsCommencement Date, by the Licensees ( and any Sublicensees thereof ), pursuant to, and subject tothe terms and conditions of the License Agreements, including any payments or consideration paidor payable to the Selling Parties in connection with any amendments, restatements, supplements, modifications, waiver or replacement of the License Agreements;(b ) all accounts ( as defined under the UCC ) evidencing the rights to the payments and amountsdescribed in clause ( a ) above ; and(c ) all proceeds ( as defined under the UCC ) of any of the foregoing;provided that ( A ) Royalty Payments shall exclude ( without duplication of any amounts deducted orreimbursed by the Purchaser as Reimbursable Expenses):9(i ) * * * ; ( ii ) * * * ; and(B ) Royalty Payments shall be calculated net of Reimbursable Expenses and Royalty Payables