definiens: shall mean the gross amount of all consideration ( whether as an up - front payment, royalties orotherwise ) received by Ambit or its Affiliates, directly or indirectly, from a Third Party for or on account of any sublicenses orother rights granted by Ambit to such Third Party with respect to a Licensed Product, including any investments made by suchThird Party in Ambit or an Affiliate, without deduction of any kind, but excluding the following:(a ) payments made by distributors appointed by Ambit to distribute the Licensed Product in respect of amountsinvoiced by Ambit to such distributors for the sale by Ambit of such Licensed Product to such distributors to the extent thatAmbit pays royalties to [COMPANY] for Net Sales of such Licensed Product pursuant to Section 4.11(a);(b ) payments received by Ambit or an Affiliate for performance of research and development by either Ambit orsuch Affiliate to the extent that such payments cover the actual cost of the research and development work;(c ) payments made to either Ambit or an Affiliate to the extent they cover the actual costs of conducting clinicaltesting and other activities in connection with obtaining regulatory approval for a product ; and(d ) reimbursed expenses of either Ambit or an Affiliate