definiens: means : ( i ) Any signature fee or other up - front fee due to be received by AMT or any of its Affiliates from a licensee being appointed by AMT or any of its Affiliates to further develop and/or Commerc ialize a Product ; and ( ii ) Any milestone or other payments due to be received by AMT or any of its Affiliates from a licensee being appdinted by AMT or any of its Affiliates to further develop and/or Commercialize a Product which payments are payable on an event to occur in relation to the development or Commercia lization thereof but always excluding sums received by AMT or any of its Affiliates from such licensee which reimburse AMT for the cost and expense ( but only the cost and expenses and no profit element ) of research or development work to be undertaken by or upon behalf of AMT of its Affiliate directly related to the development of Product ; and ( iii ) Any sums due to be received by AMT or any of its Affiliates from a licensee appointed by AMT or any of its Affiliates to Commercia lize a Product which sums are calculated by reference to the sales volumes of the Product by such licensee as a percentage of a net sales or similar definition, but always excluding any sums received by AMT or its Affiliates for sales of Products by AMT or Affiliates to distributors or other Third Parties, provided that those sums are accounted as