definiens: means all payments ( including all upfront payments, milestone payments, otherconsideration and the reasonable monetary value of all non - monetary consideration ) received by [COMPANY] from any Sublicenseeunder a Sublicense Agreement less that portion of the Development Costs incurred by [COMPANY] that is attributable to theconduct of Development activities with respect to the Product in the country or countries covered by the SublicenseAgreement through the date of the grant of the applicable sublicense, and excluding : ( a ) royalty payments paid by suchSublicensee to [COMPANY] ; ( b ) payments made by a Sublicensee to [COMPANY] in consideration of the issuance of equity or debtsecurities of [COMPANY] to the extent that the price paid for such equity does not exceed the then fair market value of such equity;and ( c ) payments made by a Sublicensee to support or fund research and development activities to be undertaken by Abbottpursuant to a budget for sponsored research which has been agreed to with the Sublicensee and based on full - time equivalentor other cost - accounting methodologies that are consistent with then current industry practices