definiens: means all value, payment or compensation of any type or kind, other than earnedroyalties on Net Sales, received by Licensee from or through its Sublicensees to the extent such amounts areallocable to the licensing, cross - licensing or other authorized use of any license or right granted herein by WU andgranted by Licensee to the applicable Sublicensee . Sublicensing Revenue shall include, without limitation, all fees, milestone payments, cash equivalents, equities, securities, equipment, property, rights or anything else of valuereceived by Licensee as sublicensing consideration from or for the benefit of any Sublicensee, but shall exclude anyamount received from any Sublicensee as ( a ) support of Licensee ’s or its Affiliates ’ research, development or clinicalprograms mandated under the Sublicense and directly relating to the Licensed Products as evidenced by detailedresearch and budget proposals provided to WU prior to Licensee ’s receipt of such funding, or ( b ) the portion of thepurchase price for Licensee ’s and/or its Affiliates ’ debt or equity securities that reflects the then current market priceof such securities or, if such securities are not publicly traded, the then 6***Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential TreatmentRequested Under 17 C.F.R. Sections 200.80(b)(4 ) and 230.406 current market value of such securities . For clarity, payment of milestone payments is in addition to the payment ofSublicensing Revenue and WU shall have the right to audit Licensee with respect to any such sublicensingtransaction in accordance with Section 6.4 . In the event that Licensee intends to enter into an agreement tosublicense the rights ( regardless of whether WU ’s rights and Licensee ’s rights are licensed under the same orseparate agreements ) granted herein by WU along with other intellectual property that is not owned by WU, Licenseeshall promptly deliver to WU a written report setting forth the proportion of any consideration payable to Licenseeunder such agreement that shall be allocable to the rights granted by WU under this Agreement . If WU disagrees withthe apportionment made by Licensee in such report, WU shall so notify Licensee within [ … * * * … ] days after receipt ofLicensee ’s report and the parties shall meet to discuss and resolve such disagreement in good faith . If no amicablesettlement is reached within [ … * * * … ] days from the start of such discussions, the matter shall be finally settled byarbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, the arbitrationshall take place in St. Louis, Missouri, and the arbitral decision may be enforced in any court