definiens: shall mean royalties paid by Third Party sublicensees to [COMPANY] or any of its Affiliates with respect to sales of Products by such Third Party sublicensees or any of their respective further sublicense es ; and ( d ) [COMPANY] shall pay to [COMPANY] : ( i ) fifteen percent ( 15 % ) of all [COMPANY] Sublicensee Payments ( defined below ) attributable to the grant of a license or sublicense to develop or commercialize any Product other than a Psoriasis Product ( defined bel ow ), provided that the maximum aggregate amount payable by [COMPANY] to [COMPANY] under this clause ( i ) is $ 20,000,000 ( Twenty Million United States Dollars ) ; and ( ii ) fifteen percent ( 15 % ) of all [COMPANY] Sublicensee Payments attributable to the grant of a lice nse or sublicense to develop or commercialize any Psoriasis Product . For purposes of this paragraph 2.2(d ), shall mean amounts paid by Third Party sublicensees to [COMPANY] or any of Termination and Transition Agreement [COMPANY] - [COMPANY] Page 2 of 19 EXECUTION COPY its Affiliates in connection with the grant of any license or sublicense with respect to Products, except that [COMPANY] Sublicensee Payments shall exclude ( I ) [COMPANY] Sublicensee Royalties, and ( II ) any amounts paid to [COMPANY] by Third Party sublicensees to reimburse expenses incurred by [COMPANY] ( e.g., FTE support, patent costs ) or for purchases of [COMPANY] equity, provided that the consideration received by [COMPANY] for such equity does not exceed the fair market value of such equity ; and shall mean any Product in a topical formulation for local ( i.e., non -systemic ) delivery for the treatment of psoriasis