definiens: shall mean : 1.43.1In the case of a Strategic Transaction that is a Partner Agreement, the aggregate proceeds as and when received by GBT or itsAffiliates in consideration for the transfer of rights to the Compound and Product to the Partner under such Partner Agreement, including any upfront payments, event based milestone payments, royalty payments ( subject to the proviso below ) and all othermonetary and non - monetary consideration ( with non - monetary consideration being valued at the fair market value thereof ), directly orindirectly from the Partner under such Partner Agreement, minus the transaction costs ; provided however that excluded from anysuch proceeds are all of the following : [ * * * ] To the extent any Partner Agreement involves the license or other transfer of rights tocompounds or products in addition to the license or transfer of rights to the Compound or Product, with respect tosuch Partner Agreement shall be the portion of the payments listed above that is attributable to the value of the Compound or Productand not such other compounds or products