definiens: means all sales - based running royalties received by BDSI or its Affiliates from any ThirdParty following the Effective Date as consideration for the grant of a license by Parent, Arius, or any Affiliate of either of theforegoing to such Third Party to commercialize the Royalty Product, and paid based on such Third Party ’s commercial sales ofRoyalty Product, provided that Sublicensing Royalties shall specifically exclude ( i ) upfront, license, maintenance, development milestone, commercial milestone, and similar payments to the extent that such payment is not in lieu ofcommercial sales of the Royalty Product or subject to recapture or refund based on future commercial sales of the RoyaltyProduct, ( ii ) purchases of equity or debt of Arius, Parent, or any Affiliate of either of the foregoing, ( iii ) payments made inconnection with research and development agreements, joint ventures, partnerships or collaboration agreements where Arius, Parent, or an Affiliate of either of the foregoing is obligated to perform research and development of any Royalty Product(s),and ( iv ) other payments made by a sublicensee as consideration for Arius ’, Parent ’s, or any of their Affiliate ’s performance ofservices or provision of goods including but not limited to clinical trial materials and product placebos