definiens: means all sales - based running royalties received by BDSI or its Affiliate s from any Third Party following the Effective Date a s consideration for the grant of a license by Paren t, Arius, or any Affiliate of either of the foregoing to such Th ird Party to commercialize the Royalty Product, and paid based on such Third Party ’s commercial sales of Royalty P roduct, provided that Sublicensing Royalties shall specifically exclude ( i ) upfront, license, maintena nce, development milestone, commercial milestone, a nd similar payments to the extent that such payment is not in lieu of commercial sales of the Royalty Product or subject to recapture or refund based on future commercial sale s of the Royalty Product, ( ii ) purchases of equity or debt of Arius, Parent, or any Affiliate of either of the fo regoing, ( iii ) payments made in connection with res earch and development agreements, joint ventures, partnership s or collaboration agreements where Arius, Parent, or an Affiliate of either of the foregoing is obligated t o perform research and development of any Royalty P roduct(s ), and ( iv ) other payments made by a sublicensee as co nsideration for Arius ’, Parent ’s, or any of their A ffiliate ’s performance of services or provision of goods inclu ding but not limited to clinical trial materials an d product placebos