definiens: or shall mean without duplication, ( a ) one hundred percent ( 100 % ) ofall royalties paid, owed, accrued or otherwise payable after the Closing by Incyte pursuant toSection 7.6 of the Incyte Agreement with respect to Net Sales of any applicable Licensed Productthereunder, ( b ) all royalties paid, owed, accrued or otherwise payable after the Closing by Merckpursuant to Section 5.5 of the Merck Agreement with respect to Net Sales of any applicableLicensed Product thereunder ( collectively ( a ) and ( b ) are hereinafter referred to as ), ( c ) any sums accrued, paid or due, other than Royalty Payments, that are ( i ) in lieu ofthe Royalty Payments ( which shall not consist of securities without Purchaser ’s prior writtenconsent ) ; ( ii ) in satisfaction of the obligation to pay the Royalty Payments ; or ( iii ) indemnitypayments, recoveries, damages, settlement or other amounts to which Seller is or may becomeentitled to pursuant to or in connection with the Incyte Agreement or the Merck Agreement, asapplicable, or any Licensed Patent thereunder, whether based on actual or alleged infringement, breach, default or other circumstance, in each case described in this clause ( iii ) to the extent suchinfringement, breach, or other circumstance has resulted or would result in a reduction in, or suchpayment is made in lieu of, Royalty Payments ; and ( d ) all proceeds ( including any damages, monetary awards or other amounts recovered, whether by judgment or settlement ) paid, owed, accrued or otherwise payable with respect to any of the foregoing of any suit, proceeding or otherlegal action taken to enforce the right to receive any of the foregoing ( other than amountsawarded or recovered in connection with any judgment or settlement for reimbursement of thecosts and expenses ( including attorneys ’ fees ) of the party bringing such suit or proceeding ortaking such other legal action )