definiens: U(ljC Tromler a'td I'(lyme'll Rdmhu ' ~'f ' '' means tile lesser of ( a ) 51, 600.000 ~nd ( b ) the out - of - pocket amount actually paid or committed to be paid by Buyer or Sellcr . as the case may be . at any time up to lind including the Effective Date for a period up to and including lhe completion of the l'irst Milestone Fvent to the Regents of the Uni'ersity of Cali fomia on ~ccou nt of, and in connection " ' ith . Buyer 's license of Palent hmll ) I and acqui5ition by means ofassigomcnt of Palent hmi I ) 5 and an ) upflt)flt or OIher Similar fees pII)able in conn«tion ... ith the gTIInt of the l'0R : ' fidd·Limited Asrttment