definiens: shall mean, with respect to the Existing License Agreement, any and all of [COMPANY] ’s rights to receive ( i ) any payments unde r Section 3 or Section 4 ( except Section 4.4 ) of th e Existing License Agreement, including, without limitation, r ights to receive Sales Milestones under Section 3.2 of the Existing License Agreement, the Option Retention Fe e under Section 3.3.2 of the Existing License Agree ment, the Option Exercise Fee under Section 3.3.3 of the Existing License Agreement, and Earned Royalties un der Section 4 of the Existing License Agreement, in eac h case payable on and after April 1, 2010, ( ii ) any payments under Section 11.5.2 of the Existing License Agreem ent in amounts in the aggregate in excess of out - of -pocket costs and expenses ( including reasonable attorneys ’ and professional fees ) incurred in connection with any Enforcement Action ( as such term is defined in the Existing License Agreement ), ( iii ) any payments sim ilar to those described in clauses ( i ) and ( ii ) from Astell as or its affiliates with respect to Licensing Opti on Products, regardless of whether such Licensing Option Product s are included under the Existing License Agreement or licensed to Astellas pursuant to a separate agreeme nt, ( iv ) any payments similar to those described in clauses ( i ), ( ii ) and ( iii ) under any Replacement License Agreem ent, ( v ) any payments similar to those described in clauses ( i ) — ( iv ) made by a Licensee after rejection of th e Existing License Agreement or Replacement License Agreement by [COMPANY] in bankruptcy, and ( vi ) any other payments for or derived from the sale, offer for sale ( including marketing and promotion ), distribution o r other commercialization or exploitation of Licens ed Products in the Territory