definiens: means, with respect to the Exist ing License Agreement, any and all of NGX ’s rights to receive ( i ) any payments under Section 3 or Section 4 ( except Section 4.4 ) of the Existing L icense Agreement, including, without limitation, rights to receive Sales Milestones ( as defined in the Existi ng License Agreement ) under Section 3.2 of the Existing Licens e Agreement, the Option Retention Fee ( as defined i n the Existing License Agreement ) under Section 3.3.2 of the Existing License Agreement, the Option Exercise Fee ( as defined in the Existing License Agreement ) unde r Section 3.3.3 of the Existing License Agreement, and Earned Royalties ( as defined in the Existing Licens e Agreement ) under Section 4 of the Existing Licens e Agreement, in each case payable on and after April 1, 2010, ( ii ) any payments under Section 11.5.2 of the Existing License Agreement in amounts in the aggreg ate in excess of out - of - pocket costs and expenses ( including reasonable attorneys ’ and professional f ees ) incurred in connection with any Enforcement Ac tion ( as defined in the Existing License Agreement ), ( iii ) a ny payments similar to those described in clauses ( i ) and ( ii ) from Astellas or its affiliates with respect t o Licensing Option Products ( as defined in the Exis ting License Agreement ), regardless of whether such Licensing Op tion Products [ * * * ] Certain information on this page has been omit ted and filed separately with the Securities and Ex change Commission . Confidential treatment has been request ed with respect to the omitted portions