definiens: means ( a ) all accounts, general intangibles, money, payment intangibles, contract rights, royalties and other amounts or fees due or to become due to the Seller or any ofits Affiliates by any Counterparty arising out of, related to or resulting from the sale by Alnylam ofthe Products ( including not only from the sale of currently approved indications for each Productin the Territory, but also from any additionally approved indications and from any off - label usagefor such Product in the Territory ), including ( i ) all amounts due or to be paid to the Seller or any ofits Affiliates under Section 4.9 of the Alnylam Cross - License Agreement and Section 7(b ) of theAlnylam / Acuitas Settlement Agreement and ( ii ) all amounts due or to be paid to the Seller or anyof its Affiliates in lieu thereof, including under Section 5.4(d ) of the Alnylam Cross - LicenseAgreement ; ( b ) all indemnity payments, recoveries, damages or award or settlement amountspaid to the Seller or any of its Affiliates by any third party, including a Counterparty, and arisingout of a breach by any Person ( other than the Seller ) of any of the Counterparty Agreements withrespect thereto and attributable to the period commencing on the Royalties CommencementDate, including pursuant to Section 5.5(d ), and ( c ) all accounts ( as defined under the UCC or thePPSA, as applicable ) evidencing the rights to the payments and amounts described herein, andall interest on late payments