definiens: means any monies or non - monetary consideration ( includingsecurities ) receivable from time to time by the Company or an Affiliatein respect of : ( i ) any sub - licence granted by the Company or anAffiliate under this Agreement ; ( ii ) any licence granted by the Companyor an Affiliate ( whether under the Company Intellectual Property orotherwise ) to sell Licensed Products anywhere in the Territory ; and / or(iii ) the grant of the right to acquire such a sub - licence or licence, including, in each case, option fees, licence issue fees or other up - front payments, annual licence fees, or other lump sum paymentswhich are attributable to the grant of the rights in question, butexcluding : ( i ) any milestone payments due on the achievement ofspecific development or sales milestones that are additional to thoselisted in Clause 4.2 ; ( ii ) royalties as referred to in Clause 4.5 ; ( iii)sales to distributors or wholesalers for resale, and sales made bysales agents, where in any such case the sales have already been orwill be accounted for to CRT in determining Net Sales Value ; and ( iv)any money or non - monetary consideration ( including securities orlicences of patents, know - how, or other intellectual property ) receivedby the Company from an Affiliate, provided that such money or non - monetary consideration shall not reduce the Net Sales Value of anyLicensed Product sold by the Company or any Affiliate . In the case ofnon - monetary Sub - Licence Revenue, the value shall be assessed atthe date of receipt of the same by the Company or, at the option ofCRT, at the date the non - monetary consideration is realised asmonetary and in the absence of agreement by the Parties, the valueshall be determined by Accountancy Opinion