definiens: means any monies or non - monetary consideration ( including securities ) receivablefrom time to time by [COMPANY] in respect of any sub - licence granted by [COMPANY] under this Agreement or inconsideration of the grant of the right to acquire such a sub - licence, including option fees, licence issue fees orother up - front payments, annual licence fees, milestone or other lump sum payments which are attributable tothe grant of the rights in question or any other sums that [COMPANY] may realise from the launch of a LicensedProduct ( including any prize or other award made by a Competent Authority ), but excluding royalties as referredto in Clause 4.5 . In the case of non - monetary Sub - Licence Revenue, the value shall be assessed at the dateof receipt of the same by [COMPANY], and in the absence of agreement by the Parties, the value shall be determinedby the Expert ; means a right based on a patent pursuant to which the holder of theright is entitled to exclude third parties from using, making, having made, selling or otherwise disposing oroffering to dispose of, importing or keeping the product to which the right relates, such as supplementaryprotection certificates in Europe, and any similar right anywhere in the world ; means the term of this Agreement determined in accordance with Clause 13.1 ; means worldwide ; has the meaning given in the RCOA ; has the meaning given in the RCOA ; means an entity other than an Affiliate of [COMPANY] which provides research anddevelopment services to [COMPANY], including contract research organisations, universities and hospitals ; means : ( i ) any person who develops, sells or manufactures tobacco products ; and/ or(ii ) any person which makes the majority of its profits from the importation, marketing, sale or disposal oftobacco products . Furthermore, Tobacco Party shall include any person that is Controlled by or under commonControl with any of the persons referred to in ( i ) and/or ( ii ) ; means a claim of any Licensed Patent which has not expired, been withdrawn, abandoned orsurrendered or been refused, revoked or held invalid in an unappealed or unappealable final decision renderedby a court or other governmental agency of competent jurisdiction in the relevant country or territory ; and means a calendar year