definiens: shall mean [ * * * ] ARTICLE V – PAYMENT Section 5.4 shall be replaced in its entirety with the following : In addition to the running royalties on Net Sales u nder Paragraph 5.3(b ) ( which shall remain in effect with respect to Sublicensees ’ Licensed Products ), if Lic ensee enters into a sublicense agreement with a Sub licensee with respect to a Licensed Product where such subli cense agreement includes commercial rights, ( includ ing in the case of an option to license ; but specifically excluding research licenses and licenses to enable contract research and contract manufacturing ), Licensee shal l pay Northwestern one of the following : ( a ) $ [ * * * ] if the sublicense agreement is executed prior to Regulatory Approval for the Licensed Product ; or ( b ) if the sublicense agreement is executed after R egulatory Approval for a Licensed Product, [ * * * ] of any Sublicense Payments received by Licensee dur ing the Term of the Agreement . Where any sublicense is part of a broader transaction that involves the sub license, license or assignment of other intellectua l property rights or assets owned by Licensee or licensed or o therwise controlled by Licensee from a third party in addition to the Patent Rights, Licensee will propose in good faith an appropriate relative apportionment betwee n the value of the Patent Rights being sublicensed and the valu e of the other rights being sublicensed, licensed o r assigned by Licensee that were owned or controlled by Licens ee or obtained from such third party and the Sublic ense Payments required hereunder shall be based solely u pon that portion of the total value that represents the value of the sublicense of the Patent Rights . However, at no time shall the appropriate relative apportionme nt of the Patent Rights be less than [ * * * ] of the total value