definiens: means value which is associated with KP415 and/or any Arising Product received by either orboth Parties ( excluding sums paid to MSRx pursuant to any supply or manufacturing agreement or otherwise for themanufacture of KP415 and/or any Arising Product ), including, by way of illustration, without limitation : the purchaseprice and other net consideration actually received at any time under a Program Sale Transaction ; Net Revenuesreceived by either Party ; payments received from a Third Party License ( such as, without limitation, upfront licensepayments, milestone payments, Royalties, engagement fees, discontinuance or standstill payments and similarpayments under sublicenses ) ; that portion of the [COMPANY] Sale Price attributable to KP415 in accordance withSection 4.2 below ; and other transactions involving the monetization ( including, without limitation, the issuance ofsecurities ( other than a 355 Spin - Off Transaction ), options, warrants or convertible securities, dividends, distributions, and deferred, contingent, earn - outs, and restrictive covenants payments ) ; whether or not KP415 is fully developed orCommercialized at the time of calculation of such value and covering KP415 in any dosage form for any application orindication anywhere in the world