definiens: means Subsequent Perforin Licensees and Subsequent [ * * * ] ; means any gene therapy product or therapy Exploited by a Subsequent Perforin Licensee pursuant to the grant of a licence to a Third Party of the Perforin IP following partial termination of this Agreement und er Clause 12.2.4(A)(i ), which is labelled, approved or otherwise marketed b y the Subsequent Perforin Licensee for the Perforin Deficiency indication and ( i ) which would, were it not for the existing licence to the Perforin IP her eunder, infringe a Valid Claim of any Patents included in t he Perforin IP ; ( ii ) in which final product, the Pe rforin Deficiency Vector is incorporated in or is used in the manufacture or delivery of that final product ; and/or ( iii ) which uses in the development of such product, or the manufacture of such product, or is incorpo rated in such product, any Perforin Deficiency Know - how ; has the meaning given in Clause 12.2.4(A)(ii ) ; has the meaning given in Clause 12.2.4(A)(ii)(c ) ; means the gross amounts of licence fees and other one - off payments such as up - front signing fees, stage payme nts and milestone payments actually received by UCLB or an Affiliate of UCLB pursuant to the grant of a licence to a Third Party of the Perforin IP or [ * * * ] ( as applicable ) following partial termination of t his Agreement under Clauses 12.2.4(A)(i ) or 12.2.4(B)(i ) as applicable, insofar as the receipt of such sums is attributable to the Perforin IP or [ * * * ] so licensed, less all tariffs, duties, taxes, excise, sales and value added taxes . The calculation of Sub sequent Perforin [ * * * ] Net Receipts shall be subject to the following : a ) If UCLB grants a licence in return for non - cash consideration UCLB and Orchard shall in good faith and acting reasonably seek to agree what cash value will be attributed to such non - cash consideration from which cash value the Subsequent Perforin [ * * * ] Net Receipts will be calculated and when any such Subsequent Perforin [ * * * ] Net Receipts shall be paid, such agreement to be r eached within [ * * * ] of closing the deal and provided that either party shall be en titled to refer the matter to the Expert for determ ination applying the provisions of Clause 5.5, mutatis muta ndis, in the event that agreement can not be reached by the Parties ; and, b ) Subsequent Perforin [ * * * ] Net Receipts will exclude ( i ) any sums received by way of transfer pricing ; ( ii ) litigation costs and fees, or other payments r eceived in respect of the enforcement or defence of any Intellectual Property rights ; ( iii ) any sums receiv ed for any products, services or processes that are not Subsequent Products ; ( iv ) royalty payments, being a ny payments made on the basis of Subsequent Perfori n Deficiency Products or Subsequent [ * * * ] actually sold by the relevant Third Party ( whether calculated as a percentage of the sale price and ( v ) any service fees, FTE payments or other payments received to co ver a contractual expense ; means : a ) the gross invoiced price of Subsequent Products sold by Subsequent Licensees ( or their agents ) to a Third Party on an arm ’s length transaction for the sale of the relevant Subsequent Product for a cash consideration ; and/or b ) where a sale or disposal of Subsequent Products by the Subsequent Licensees ( or their respective agents ) to a Third Party is other than in accordanc e with ( a ) above ( for example, is not at arm ’s leng th and/or is for or includes a non - cash consideration and/or the cash consideration received by the Subsequent Licensees ( or their respective agents ) i s calculated on a profit share basis and/or is supp lied as part of a service or ongoing programme of therap y ), the relevant open market price for the Subsequent Produ ct so sold or disposed of in the country or territo ry in which the sale or disposal takes place or if the re levant open market price is not ascertainable, a reasonable price, assessed on an arm ’s length basis therefor ; after deduction of all documented : [ * * * ]