definiens: means all cash and other consideration ( and in respect of non - cash consideration, the marketvalue thereof shall be taken into account ) including the assumption or repayment of debt paid to or to the order of anymember of the Group in connection with an MP Disposal by it less any costs, expenses and taxes incurred to personsother than members of the Group in connection with such MP Disposal which are documented and reasonably andproperly incurred and which are customary in nature and amount for such type of disposal ; and means any voluntary or involuntary sale, lease, transfer or other disposal of any asset of any memberof the Group save for ( i ) the granting of intellectual property licenses in the ordinary course of business, ( ii ) a disposalof the type permitted by Clause 7(l ), ( iii ) the disposal of VDL ’s property at Watlington Road, Oxford OX4 6LYEngland, ( iv ) MP Disposals not referred to in paragraphs ( i)-(iii ) where the aggregate Net Disposal Proceeds of all suchMP Disposals in any financial year does not exceed $ 1 million provided that, for the avoidance of doubt, only suchexcess shall be taken into account for the purposes of this Clause 3.3(c ), and ( v ) any disposition where the provisionsof Clause 3.3(e ) apply