definiens: means ( a ) all amounts due, owed, accrued, payable or paid to the Licensor under Section 7.2(b ) ( solely with respect to the firstfour milestone payments thereunder ), Section 7.3 and the last sentence of Section 10.3(b ) of the License Agreement during the Royalty Term, giving effect to all Permitted Set - offs, and including ( i ) all underpayments due, owed, accrued, payable or paid to the Licensor with respect to suchamounts under Section 8.5 of the License Agreement and ( ii ) all amounts due, owed, accrued, payable or paid to the Licensor in lieu of the amountsdescribed in this clause ( a ), including amounts due in respect of a New Arrangement, if any ; ( b ) all ( as defined under the UCC)evidencing the rights to the payments and amounts described in this definition ; and ( c ) all ( as defined under the UCC ) of any of theforegoing . [ * ] For the avoidance of doubt, Royalties shall ( x ) include all amounts due, owed, accrued, payable or paid to the Licensor or any of itsAffiliates by one or more licensees or sublicensees under any New Arrangement that are in lieu of the amounts described in clause ( a ) above and(y ) exclude the amount of any and all Excluded Payments