definiens: means ( a ) all royalties paid, owed, accrued or otherwise required to be paid to the Seller or any of its Affiliatesunder the Counterparty License Agreement arising out of, related to or resulting from Commercial Sales by Counterparty or itsAffiliates of Licensed Product in the Territory ( including not only from the Commercial Sale of currently approved indicationsfor Licensed Product in the Territory, but also from any additionally approved indications and from any off - label usage forLicensed Product in the Territory ) and, in each case, attributable to the period commencing on the Royalties CommencementDate, including ( i ) all amounts due or to be paid to the Seller or any of its Affiliates under Section 9.3(b ) of the CounterpartyLicense Agreement and ( ii ) all amounts due or to be paid to the Seller or any of its Affiliates in lieu thereof ( whether basedupon Commercial Sales of Licensed Product in the7 Territory or otherwise ), ( b ) all future milestone payments paid, owed, accrued or otherwise required to be paid to the Seller orany of its Affiliates under the Counterparty License Agreement, ( c ) all indemnity payments, recoveries, damages or award orsettlement amounts paid or payable to the Seller or any of its Affiliates by any third party and arising out of or relating to theCommercial Sale of Licensed Products in the Territory or as a result of a breach by any Person other than the Seller of theCounterparty License Agreement with respect to the Commercial Sale of Licensed Products in the Territory and attributable tothe period commencing on the Royalties Commencement Date, including pursuant to Section 4.5(d ) or Section 4.5(e ), ( d ) allother amounts paid by Counterparty or any other Person pursuant to the Counterparty License Agreement arising out of, related to or resulting from the Commercial Sale by Counterparty or its Affiliates of Licensed Products in the Territory andattributable to the period commencing on the Royalties Commencement Date, ( e ) all accounts ( as defined under the UCC)evidencing the rights to the payments and amounts described herein and ( f ) all proceeds ( as defined under the UCC ) of any ofthe foregoing