definiens: means ( i ) any payment or other consideration that Licensee or any of its Affiliatesreceives from a third party as consideration for the appointment of such third party as a Distributor and ( ii ) anypayments or other consideration that Licensee or any of its Affiliates receives to the extent that it is in connectionwith a Sublicense ; provided, however, that if Licensee grants any such Sublicense as part of a transaction in which italso conveys rights to Licensee Technology, then none of the payments or other consideration that Licensee or any ofits Affiliates receives under or in connection with such Sublicense shall be deemed or treated as Sublicense Revenuefor purposes of this Agreement ( instead, the provisions of Section 4.7 shall apply ) . The above notwithstanding, Sublicense Revenue shall exclude ( a ) royalties based on Net Sales, ( b ) amounts received from a Sublicensee or aDistributor that are committed to cover industry standard, fully burdened costs to be incurred by Licensee or any of itsAffiliates in the supply of materials or products or the performance of activities, such as research, development, regulatory, manufacturing or commercialization activities, related to actual or potential Licensed Products, to beperformed by Licensee or any of its Affiliates under such a Sublicense agreement or under any agreement with aDistributor, ( c ) payments received by Licensee or any of its 11CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH . ACOMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIALTREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, ASAMENDED