definiens: shall mean any consideration ( including all upfront and milestone payments ) paid by a ThirdParty to [COMPANY], one of its Affiliates or one of its or their sublicensees, in exchange for a grant to such Third Party ofa sublicense or other right, license, privilege or immunity under or with respect to the Licensed Technology ( includingin relation to commercial sales ), provided that Licensing Revenue shall exclude ( i ) Royalties and ( ii ) any and all feespaid to [COMPANY], one of its Affiliates or one of its or their sublicensees for [ * ] . For greater certainty, considerationpaid in transactions between or among [COMPANY] and its Affiliates shall be excluded from the computation of theLicensing Revenue, but Licensing Revenue shall include consideration paid in transactions between or amongAlzheon ’s, its Affiliates or its or their sublicensees and Third Parties, but only to the extent that such considerationqualifies as as defined in the immediately preceding sentence . Where ( a ) [ * ], ( b ) [ * ] ; or ( c ) [ * ], the consideration payable as Licensing Revenue shall be [ * ]