definiens: shall mean the gross amount of all royalties, royalty payments, profit payments or distributions, license fees, maintenance fees, benchmark payments, settlement payments, judgment payments and securities and any collections, recoveries, payments, supplements or other compensation made in lieu thereof and any other remuneration of any kind received or payable in accordance with the terms of any Included License Agreement BOSIII 12S24688 .1 5 in respect of ( aJ the Included Products ( including pursuant to Section 3.2, Section 3.3 ( including as may be adjusted pursuant to Section 3.5 ) and Section 3.4 of the Wyeth License Agreement ), and ( b ) the [COMPANY] IP in respect of any Competitive Product, in each case including pursuant to Section 365(0 ) of the U.S. Bankruptcy Code, without any deductions for any withholding, offset or other deduction by the licensee thereunder of any taxes, assessments, fees or charges of the United States or any of the individual states thereof against the stated gross royalties or other payments under such Included License Agreement . Included Product Payments shall include any and all royalties and other payments paid to Oyax or any [COMPANY] Entity by a Third Party in respect of any license or other rights granted to such Third Party under the [COMPANY] IP for human therapeutic use in the event that Wyeth 's license under the Wyeth License Agreement is ( x ) converted to a non - exclusive license and the royalties paid by Wyeth under the Wyeth License Agreement are reduced or ( y ) terminated or expired