definiens: shall mean, for purposes of Section 6.1, the upfro nt fees, milestone payments and royalties received by Threshold in the Asian Territ ory for the development and Commercialization of th e Compound Product, excluding the US$ 4,750,000 to be paid by MediBIC as described in Section 3.1 of this Agreement, less any royalties and other milestones owed by 2 Threshold to a third party for such development and Commercialization . The Parties agree that, with re spect to the up - front and any milestone payments that have b een or are later paid to Xxxxxx International, Inc., or its affiliates ( ) by Threshold pursuant to Thre shold ’s license agreement with Baxter for licensing of the Compound, one - third of such payments shall be attri butable to development and Commercialization of Compound Product in the Asian Territory and therefo re deducted from gross revenue . All of the subseque nt royalties owed to Baxter for sales of Compound Prod uct in the Asian Territory shall be deductible from gross revenues . For purposes of this definition, shall mean, in the event that Threshold sub licenses a third party to develop and/or Commercialize Compoun d Product in the Asian Territory, the milestones an d royalty payments received by Threshold from said th ird party