definiens: means ( a ) all amounts or fees due, paid or payable, owed or owing, accrued or otherwise to be paid to the Seller or any of its Affiliates under S ection 5.3 of the Counterparty Agreement in respect of sales of the Licensed Products in the Field, ( b ) all indemni ty payments, recoveries, damages or award or settle ment amounts paid or payable to the Seller or any of its Affiliates as a result of a breach by Counterparty of the provisions of the Counterparty Agreement related to the Purchased Assets in respect of the sales descr ibed in clause ( a ) above, including pursuant to Section 5.4 ( d ), 5.4(e ) and 8.1 of the Counterparty Agreement, ( c ) all other amounts paid or payable by Counterparty, any Sublicensee or any other Person to the Seller or an y of its Affiliates arising out of, related to or resulting from the sales described in clause ( a ) above, ( d ) a ll accounts ( as defined under the UCC ) evidencing the rights to the payments and amounts described herein, ( e ) all pro ceeds ( as defined under the UCC ) of any of the foregoing, and ( f ) the Reversion Royalty if and when that interes t reverts to Seller under the terms of the Second Agreement ; provided, however, that shall not inclu de ( i ) the royalties that are subject to the Superior Royalty Interest and ( ii ) any amounts or fees paid, owed, a ccrued or otherwise to be paid to the Seller or any of its Af filiates under Section 5.3.2 or 5.3.3 of the Counte rparty Agreement