definiens: means ( a ) in the event that IDB or any of its Affiliates license or sub - license all or any part of its rights in or to the relevant Product, any amount received by IDB or any of its Affiliates from any upfront fee, milestone fee, royalty or other payment or consideration ( including, but not limited to, equity, securities and other forms of non - cash consideration ) received from any such licensee or sub - licensee in respect of or in connection with the relevant Product ; and ( b ) in the event that IDB or any of its Affiliates sells, transfers, assigns or otherwise disposes of all or any part of its rights in or to Product, the gross amount received by IDB or any of its Affiliates from any upfront fee, milestone fee, royalty or other payment or consideration ( including, but not limited to, equity, securities and other forms of non - cash consideration ) received from a third party in respect of or in connection with the relevant Product other than Net Sales of the relevant Product ; and ( c ) in the event that IDB or any of its Affiliates uses a Distributor, the gross amount received by IDB or any of its Affiliates from such Distributor in respect of or in connection with the relevant Product, other than Net Sales of such Product, and ( d ) all damages or awards, net of all reasonable litigation costs associated therewith, in respect of or in connection with any litigation relating to the relevant Product