definiens: shall mean any amounts actually received by the Buyer or any of its Affiliates ( including theSurviving Corporation ), calculated net of Taxes incurred by the Buyer or any of its Affiliates ( including the Surviving Corporation ) in connectionwith the receipt of such amounts ( which Taxes shall be deemed to be incurred at the Assumed Tax Rate ) and without duplication, after theEffective Time from a Selling Person or its Affiliate ( other than the Buyer or any of its Affiliates ) in consideration : ( A ) for granting a SellingPerson a license, sublicense or similar rights with respect to a Lixivaptan Product ( including a license or sublicense of any Lixivaptan PatentRights ) in the United States at any time prior to the end of the applicable Earnout Period, ( B ) for selling, assigning or transferring to a SellingPerson any Company Intellectual Property or Third Party Intellectual Property owned by or licensed to the Company or any of its Subsidiariesas of immediately prior to the Effective Time ( for the sake of clarity to avoid double - counting, other than, in each case, rights granted withrespect to any Lixivaptan Patent Right pursuant to clause ( A ) ) in the United States at any time prior to the end of the applicable EarnoutPeriod, or ( C ) for consummating a US Lixivaptan Product Line Sale at any time prior to the end of the applicable Earnout Period . For theavoidance of doubt, US Payments exclude ( i ) the portion of any payments made to Buyer or its Affiliates by a Selling Person in respect of theBuyer ’s obligation to make an Approval Contingent Payment or a Sales Milestone Payment pursuant to this Agreement which portion isrequired to be paid by Buyer hereunder, and ( ii ) Net Sales Payments