definiens: shall mean one hundred percent ( 100 % ) of all future milestone paymentsthat become owed, accrued or otherwise payable to Seller after the Closing pursuant to Section5.4 of the Merck Agreement and Section 7.5 of the Incyte Agreement including, without limitation, all clinical, regulatory, commercial and sales milestones pursuant to such sections ( collectively, the ), and any future sums accrued, paid or due, other than MilestonePayments, that are ( i ) in lieu of the Milestone Payments ( which shall not consist of securitieswithout Purchaser ’s prior written consent ) ; ( ii ) in satisfaction of the obligation to pay the MilestonePayments ; or ( iii ) indemnity payments, recoveries, damages, settlement or other amounts towhich Seller is or may become entitled to pursuant to or in connection with the Incyte Agreementor the Merck Agreement, as applicable, or any Licensed Patent thereunder, whether based onactual or alleged infringement, breach, or other circumstance, in each case described in thisclause ( iii ) to the extent such infringement, breach, default or other circumstance has resulted orwould result in a reduction in, or such payment is made in lieu of, Milestone Payments ; and ( iv)all proceeds ( including any damages, monetary awards or other amounts recovered, whether byjudgment or- 5 – [ * * * * * * * * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended