definiens: means a Sublicense that : ( i ) complies with Sectio n 3.3.2 ; ( ii ) containsprovisions that require payment by the Sublicensee to Company of amounts that, taken as a whole, areequal to or greater than the amounts payable by Com pany to UMB under Section 5.2 ( License MaintenanceFees ), Section 5.3 ( Milestone Payments ), Section 5.4 ( Minimum Annual Royalty ), Section 5.5 ( RunningRoyalties on Sales of Licensed Products and Combina tion Products ), and Section 5.6 ( Sublicense Income);(iii ) requires the 9Sublicensee to use Commercially Reasonable Efforts to commercialize one or more Licensed Products ; and(iv ) requires the Sublicensee to achieve the due di ligence milestones set forth on Schedule B ( subject toreasonable adjustment based on the field of use and territory of the Sublicense )