definiens: means, with respect to any Payment Triggering Event, the amount actually received by the Company or oneor more of the Company ’s Affiliates following the Record Date pursuant to the TIGIT License Agreement in respect of such PaymentTriggering Event, net of ( i ) any Tax ( including any applicable value added or sales taxes and including any Tax which would be payable butfor the utilization of a relief ) incurred by the Company or such Affiliate(s ) as a result of the receipt of such payment and ( ii ) the reasonablecosts, out - of - pocket fees, expenses or charges incurred, directly or indirectly, by the Company or the Company ’s Affiliates, or for which theCompany or the Company ’s Affiliates are responsible, in connection with such Payment Triggering Event ( in each case to the extent suchcosts, fees, expenses or charges have not been previously accounted for in the calculation of a prior TIGIT Payment Amount )