definiens: as define d in Clause 1.1 of the Licence Agreement is hereby amended and restated as follows : “ Licensed Products means any and all products that are developed, manu factured, used, or sold by or on behalf of the Licensee or its Affiliates or Sub - lic ensees and which ( a ) are within ( or are manufacture d using a process described in ) a Valid Claim of the Patents ; and/or ( b ) incorporate, or their developme nt or manufacture makes use of, any of the Know - how an d / or the Materials ; ” ( c ) The definition of as defined in Clause 1.1 of the Licence Agreement is hereby amended and restated as follows : “ Net Receipts means in respect of the Licensed Products, subject to Clause 5.6, the amount of any up - front cash payments ( excluding value added or other sales tax ), received by the Licensee or its Affiliates, from the Sub - licensee for the sub - licensing ( including the grant of any option over a sub - licence ) of the Licensed Products, excluding any performance - based milestone ( whether at the stage of development, marketing or otherwise ), success, bonus, sub - licence maintenance and periodi c ( including annual ) sub - licence payments, due unde r any sub - licence agreement, and further excluding the fo llowing : a ) amounts paid for equity of Licensee, up to its f air market value ; b ) debt financing of Licensee by such Sub - licensee ; c ) payments or reimbursements for research, develop ment or commercialization services that are underta ken by Licensee for products or services ; d ) payments or reimbursements to Licensee for Paten t expenses related to products or services ; Confidential Portions of this Exhibit marked as [ * * * ] have been omitted pursuant to a request for conf idential treatment and have been filed separately with the S ecurities and Exchange Commission