definiens: means any monies or non - monetary consideration ( including securities ) receivable from timeto time by the Company or an Aﬃliate in respect of : ( i ) any sub - licence granted by theCompany or an Aﬃliate under this Agreement ; ( ii ) any licence granted by the Company or anAﬃliate ( whether under the Company Intellectual Property or otherwise ) to sell LicensedProducts 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 - frontpayments, annual licence fees, or other lump sum payments which are attributable to the grantof the rights in question, but excluding : ( i ) any milestone payments due on the achievement ofspeciﬁc development or sales milestones that are additional to those listed in Clause 4.2 ; ( ii)royalties as referred to in Clause 4.5 ; ( iii ) sales to distributors or wholesalers for resale, andsales made by sales agents, where in any such case the sales have already been or will beaccounted for to CRT in determining Net Sales Value ; and ( iv ) any money or non - monetaryconsideration ( including securities or licences of patents, know - how, or other intellectualproperty ) received by the Company from an Aﬃliate, provided that such money or non - monetary consideration shall not reduce the Net Sales Value of any Licensed Product sold bythe Company or any Aﬃliate . In the case of non - monetary Sub - Licence Revenue, the valueshall be assessed at the date of receipt of the same by the Company or, at the option of CRT, at the date the non - monetary consideration is realised as monetary and in the absence ofagreement by the Parties, the value shall be determined by Accountancy Opinion