definiens: shall mean the total gross amount of consideration received and the value of any otherconsideration received or obtained by ACADIA, any of its Affiliates or its successor ( in case of Change of Control ofACADIA ) from any and all Licensee(s ) pursuant to and in consideration for rights granted to such Licensee under the ACADIATechnology, MSK Technology, Joint Inventions or Joint Patents in the Field outside the Territory under any agreement, including a License Agreement, entered into by ACADIA, any of its Affiliates or its successor ( in case of Change of Control ofACADIA ) and such Licensee(s ) after the Effective Date, including ( a ) license fees, ( b ) milestone payments, ( c ) other paymentsof any kind including royalties based on sales of Products by such Licensee including its permitted sublicensees, ( d ) paymentsmade in exchange for securities of ACADIA, any of its Affiliates or its successor ( in case of Change of Control of ACADIA ) tothe extent that such payments represent a premium over the fair market value of such [ … * * * … ] and ( e ) the amount of any netprofits of ACADIA, any of its Affiliates or its successor ( in case of Change of Control of ACADIA ) obtained by supplying theLicensed Molecules and Products to such Licensee ( i.e. the transfer price from ACADIA, any of its Affiliates or its successor(in case of Change of Control of ACADIA ) to such Licensee less COGs ) ; but excluding all consideration paid to ACADIA, anyof its Affiliates or its successor ( in case of Change of Control of ACADIA ) by such Licensee(s ): ( i ) with respect to research, development and sales and marketing or promotional activities to be performed on and after the execution of the LicenseAgreement by or on behalf of ACADIA, any of its Affiliates or its successor ( in case of Change of Control of ACADIA)specifically relating to the Licensed Molecules and Products, to the extent such cost does not exceed an amount which isreasonably typical under similar circumstances, ( ii ) that constitute reimbursement of patent prosecution or enforcementexpenses for patent rights or a payment of a share of amounts recovered in enforcing patent or other intellectual propertyrights excluding a payment of a share of compensatory damages relating to the Products ( including without limitation, lostsales or lost profits with respect to the Products ) recovered in enforcing any ACADIA Patents, MSK Patents or Joint Patents,(iii ) in exchange for securities of ACADIA, any of its Affiliates or its successor ( in case of Change of Control of ACADIA ) tothe extent that such payments represent the fair market value of such securities as determined as aforesaid, ( iv ) as loans, creditlines or other amounts subject to repayment in full, ( v ) with respect to research, development and sales and marketing orpromotional activities or other services by or on behalf of ACADIA, any of its Affiliates or its successor ( in case of Change ofControl of ACADIA ) unrelated to the Licensed Molecules or Products, or ( vi ) are allocable to or constitute consideration forrights granted to such Licensee with respect to technology Controlled by ACADIA that is not ACADIA Technology, JointInventions or Joint Patents . ACADIA confirms that, as of the Effective Date, ACADIA has not entered into any LicenseAgreement