definiens: means ( a ) any and all royalty payments specified in Section 8.5 of the LicenseAgreement paid or payable pursuant thereto ( including late payments thereof, if any ), ( b ) any and all amountspaid or payable pursuant to Section 9.4 of the License Agreement with respect to the underpayment of anyroyalties payable under Section 8.5 of the License Agreement ( excluding10the out - of - pocket costs of the auditing party in connection with any such audit that are payable by Genentech, ifany ), ( c ) any and all indemnity payments paid or payable pursuant to Section 14.1(b ) of the License Agreementwith respect to Losses ( as defined in the License Agreement ) suffered by the Company with respect to anyamounts payable under Sections 8.5, 9.3 or 9.4 of the License Agreement and ( d ) any interest paid or payableunder Section 9.3 of the License Agreement with respect to the late payment of any of the foregoing amounts orinterest thereon