definiens: means all payments ( including upfront payments, license fees, milestone payments, androyalties ) paid to [COMPANY] or its Affiliates from a Third Party in consideration for a grant to or exercise by such Third Partyof a license to Develop or Commercialize any Licensed Product in the Field ; provided, however, that ( a ) SublicenseeRevenue shall exclude any payments to [COMPANY] for services provided by [COMPANY] personnel or for materials ( e.g.,development services, marketing services, or product supply or samples ) provided by [COMPANY], but only to the extentsuch payments represent reimbursement of [COMPANY] ’s costs associated with providing such services or materials, asapplicable and ( b ) [COMPANY] shall have the right to deduct from Sublicensee Revenue any amounts, including royalties andmilestone payments, paid by [COMPANY] or any of its Affiliates to any Third Party under any license agreement as a resultof the Exploitation of Licensed Products by [COMPANY] ’s sublicensees, provided that such deduction shall not include anyamounts for which [COMPANY] or the applicable Affiliate is entitled to be reimbursed . The payment obligations of [COMPANY] underthis Section 8.8 with respect to a particular country shall expire upon the later of ( a ) the expiration of all paymentobligations of the sublicensee(s ) under all Sublicense Agreements that include such country within the geographicscope of such sublicense(s ) ( without any reasonable possibility of future payment obligations under SublicenseAgreements with respect to such country ) ; and ( b ) [COMPANY] ’s full payment to ARYx of ARYx ’s percentage share, pursuant to this Section 8.8, of all amounts paid to [COMPANY] by such sublicensee(s ) with respect to payment liabilities toP&G that accrued prior to CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HASBEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONPURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED