definiens: shall mean any consideration that is not Royalty Consideration, including upfront fees, milestone payments and other non - royalty payments, ( A ) received by 46 [COMPANY] Idec or any of its Affiliates from a Third Party in connection with a TYSABRI Transaction or(B ) paid by [COMPANY] Idec or any of its Affiliates to a Distributor in connection with a transactiondescribed in Section 4.10(b ), in each case ( of ( A ) and ( B ) ) to the extent received or paid asconsideration for rights to sell TYSABRI or for sales of TYSABRI . Any Non - Royalty Considerationthat is not cash shall be converted to a cash amount equal to the fair market value of such Non - RoyaltyConsideration, which shall be determined by [COMPANY] Idec reasonably and in good faith as of the datethat such Non - Royalty Consideration is received by or paid by, as the case may be, [COMPANY] Idec or anyof its Affiliates . For the sake of clarity, Non - Royalty Consideration shall not include gross amountsinvoiced for sales of TYSABRI by [COMPANY] Idec or its Affiliates to Third Parties