definiens: means, with respect to the License A greement with Paladin Labs and any arrangement pursuant to which Buyer provides Valrubicin or the Product to any Third Party other than a Marketer or Paladin Labs, or in respect of which License Fee Buyer has a payment obligation owing to Seller that is not co nsidered to be payable pursuant to Section 2.5(a)(i ) or ( a)(ii ) hereof, the excess of ( i ) the proceeds received by Buyer under the License Agreement ( including, without limitatio n, marketing fees, license fees, commission fees, a nd option fees but specifically excluding research and develo pment fees and proceeds from sales of Product by Bu yer to any Third Party, but in no case reduced by taxes on net or gross income ), over ( ii ) the direct allocable to supplies of Valrubicin or the Product so provided by Buyer ( exclusive of overhead ), calcu lated in accordance with GAAP and in the manner reflected in Buyer ’s Financial Statements