definiens: means ( a ) all royalties paid, owed, accrued or otherwise required to be paid to the Seller or any of itsAffiliates under the Counterparty License Agreement arising out of, related to or resulting from Commercial Sales byCounterparty or its Affiliates of Licensed Product in the Territory ( including not only from the Commercial Sale ofcurrently approved indications for Licensed Product in the Territory, but also from any additionally approvedindications and from any off - label usage for Licensed Product in the Territory ) and, in each case, attributable to theperiod commencing on the Royalties Commencement Date, including ( i ) all amounts due or to be paid to the Seller orany of its Affiliates under Section 9.3(b ) of the Counterparty License Agreement and ( ii ) all amounts due or to be paidto the Seller or any of its Affiliates in lieu thereof ( whether based upon Commercial Sales of Licensed Product in theTerritory or otherwise ), ( b ) all future milestone payments paid, owed, accrued or otherwise required to be paid to theSeller or any of its Affiliates under the Counterparty License Agreement, ( c ) all indemnity payments, recoveries, damages or award or settlement amounts paid or payable to the Seller or any of its Affiliates by any third party andarising out of or relating to the Commercial Sale of Licensed Products in the Territory or as a result of a breach by anyPerson other than the Seller of the Counterparty License Agreement with respect to the Commercial Sale of LicensedProducts in the Territory and attributable to the period commencing on the Royalties Commencement Date, includingpursuant to Section 4.5(d ) or Section 4.5(e ) of the Purchase and Sale Agreement, ( d ) all other amounts paid byCounterparty or any other Person pursuant to the Counterparty License Agreement arising out of, related to or resultingfrom the Commercial Sale by Counterparty or its Affiliates of Licensed Products in the Territory and attributable to theperiod commencing on the Royalties Commencement Date, ( e ) all accounts ( as defined under the UCC ) evidencing therights to the payments and amounts described herein and ( f ) all proceeds ( as defined under the UCC ) of any of theforegoing