definiens: means the total gross proceeds, excluding Sublicensee royalties, but including, withoutlimitation, any license fees, maintenance fees, or milestone payments ( other than milestone payments paid forthe achievement of the milestones in Article 4 hereof ), whether consisting of cash or any other forms ofconsideration and whether any rights other than Patent Rights are granted, which gross proceeds are receivedby or payable to the Licensee from any Sublicensee in consideration of the grant of a 3CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH . ACOMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIALTREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,AS AMENDED