definiens: means the net consideration ( after deduction of ( a ) any commissions, fees, expenses and other charges incurred by Licensee on an arm ’s length basis with any non -Affiliate or non -Cullinan Affiliate Person, ( b ) any fees and expenses incurred on behalf of L icensee under the terms of any management services agreement between Licensee and an Affiliate of Licensee or a Cullinan Affiliate Person and ( c ) any transaction bonuses, retention payments and other similar compensation, and expense reimbursements in the ordinary course, paid to employees of or consultants to Licensee ) actually received by Licensee or any shareholder of Licensee ( other than amounts allocable to any equity of Licensee held by Subscribers ) in a First Change of Control, including, when and as received, ( i ) any net consideration received by Licensee or any shareholder of Licensee in such First Change of Control after the date of consummation of such First Change of Control, including milestone payments, royalties, escrow payments released back or refunded, earnout payments and other contingent payments ( other than amounts allocable to any equity of Licensee held by Subscribers ), and ( ii ) any net consideration received by Licensee or any shareholder of Licensee in each transaction that is a part of a First Change of Control that is a series of related transactions