definiens: means the gross proceeds received at any time by or on behalf of Parent or any of itsSubsidiaries in respect of any sale, lease, transfer or other monetization described in Section 3.4(e)(i ) or Section3.4(e)(iii ), less the sum of, without duplication, ( i ) all taxes ( other than income taxes ) payable by Parent or any of itsSubsidiaries in connection with such transaction and Parent ’s good faith estimate of income taxes payable ; provided, that any such taxes that are returned to Parent or any of its Subsidiaries or determined not to be payable inconnection therewith shall be included in Net Proceeds and at the time of such return or determination, the paymentsrequired to be made to Seller pursuant to Section 3.4(e)(i ) and Section 3.4(e)(iii ) shall be recalculated and AssetPurchaser shall make any adjusting payments to Seller, ( ii ) reasonably documented fees, commissions and expensesand other third - party costs paid by Parent or any of its Subsidiaries in connection with such transaction, and ( iii ) anyportion of the consideration from such transaction placed in escrow, whether as a reserve for adjustment of thepurchase price, for satisfaction of indemnities in respect of such transaction or otherwise in connection with suchtransaction, provided that any such escrow amounts that are returned to Parent or any of its Subsidiaries shall beincluded in Net Proceeds and at the time of such return, the payments required to be made to Seller pursuant toSection 3.4(e)(i ) and Section 3.4(e)(iii ) shall be recalculated and Asset Purchaser shall make any adjusting paymentsto Seller