definiens: . Third Party Royalties means, with respect to a Product in a country in the relevantTerritory, any royalties, license fees, maintenance fees or other monetary payments made by [COMPANY] or its Affiliates ( eitherdirectly or via reimbursement to Momenta ) or Momenta or its Affiliates to any Third Party in consideration of a license(s)under such Third Party patent(s ), know - how or other intellectual property rights, when such license is determined by the JSCto be necessary to develop, commercially manufacture and/or sell such Product without infringing such Third Partyintellectual property rights ; provided, however, that Third Party Royalties shall not include ( a ) the Momenta Third PartyRoyalty Obligations, or ( b ) any amounts paid to a Third Party(-ies ) with respect to the development or commercialization ofthe Lovenox - Referenced Product for sale in the U.S. Territory