definiens: means the milestone payments under Section 1.3(a ) and Sales Earnout Payments . meansany third party that acquires from Purchaser, either directly or indirectly, any Product, Compound, [COMPANY] Patent, Thompson Patent ; or AdenosinePatent, Pipeline Technology, or Company Owned Intellectual Property ( each and collectively, the ) . A isany product that would be a Product except that one or more [COMPANY] Technologies were acquired from Purchaser ( i.e., no longer owned byPurchaser ) either directly or indirectly . The intention of this Section 1.3(c ) is to insure that the Members ’ Representative receive Earnout Considerationbased on net sales of a Generating Asset on the same basis ( i.e., whether achieving development or approval milestones or making commercial sales ofany Generating Asset ) whether the owner of the [COMPANY] Technology Generating Asset is the Purchaser or any other party