definiens: SUBLICENSE INCOME " shall mean the gross amou nt received by LICENSEE, directly or indirectly, for or on account of sublicenses of any of the rights granted hereunder, without deduction of any kind except taxes in the nature of sales, use, ad valorem and similar taxes ; provided, however, SUBLICENSE INCOME shall not in any case in clude any amounts received by LICENSEE, directly or indirectly, as pa yments for work which has been performed or which is to be performed by L ICENSEE at the specific direction of a SUBLICENSEE, such payments not being creditable against future royalty payments and provided, further, that research or clinical milestone payments, which are made pursuant to coll aboration or similar arrangements with other companies shall not constit ute SUBLICENSE INCOME for purposes hereof.1.11 shall mean the gross amou nt received by LICENSEE, directly or indirectly, for or on account of research or clinical milestones, which are made pursuant to collaboratio n or similar arrangements with other companies . " 4 . Section 4.3 of the License Agreement shall be d eleted in its entirety and shall now read as follows : " 4.3 In addition, LICENSEE shall pay to YALE EARNE D ROYALTIES as follows : A. For Licensed Products Shown in Exhibit B : Four percent ( 4 % ) of NET SALES of One Hundred Milli on per year or less and Five Percent ( 5 % ) of NET SALES greater than One Hun dred Million per year and Twenty per cent ( 20 % ) of SUBLICENSE INCOME ; B. For Licensed Products Shown in Exhibit C : Five percent ( 5 % ) of NET SALES of One Hundred Milli on per year or less and Six percent ( 6 % ) of NET SALES greater than One Hund red Million per year and Twenty percent ( 20 % ) of SUBLICENSE INCOME ; and/or C. For Licensed Products shown on either Exhibit B or Exhibit C : Twenty percent ( 20 % ) of MILESTONE INCOME . " -2- 5 . Article XIV of the License Agreement shall be d eleted in its entirety and shall now read as follows : " ARTICLE XIV NOTICES Any notice required by this Agreement shall be sen t by Registered or Certified U.S. Mail, or by a nationally recognized overnight delivery service or by facsimile with a copy sent by Registe red or Certified U.S