definiens: shall mean cash amounts paid by LICENSEE to an arms - length third party, pursuant to a written agreement, to license in patent rights that are owned or controlled by the third party — but only ifthe practice of the PATENT RIGHTS defined in the present Agreement would necessarily and inherently infringe thethird party ’s patent rights . shall not include any amounts paid for a third party ’s patentrights where LICENSEE elects to practice a third party ’s patent rights in conjunction with the PATENT RIGHTSdefined in the present Agreement, but where the third party ’s patent rights are not necessarily and inherently infringedby the practice of the PATENT RIGHTS of the present Agreement . Notwithstanding anything to the contrary in theforegoing, LICENSEE and LSU agree that, for purposes of this Agreement, will alsoinclude any cash amounts paid by LICENSEE to an arms - length third party for any patent rights relating to anytechnology used in a LICENSED PRODUCT to deliver the active pharmaceutical ingredient ( i.e., botulinum toxin)contained in such LICENSED PRODUCT . Where appropriate — for example, where multiple technologies are licensedfrom a particular third party — it shall be LICENSEE ’ s responsibility to ensure that amounts are fairly and clearlyallocated to as defined by this Paragraph