definiens: shall mean consideration of any kind received by [COMPANY] from a Sublicensee for the grant of a subli cense under this Agreement, such as upfront fees, r oyalties or milestone fees and including any premium paid by th e Sublicensee over the Fair Market Value ( as define d below ) for stock of [COMPANY] in consideration for su ch sublicense ; provided, however, the following are not included in Sublicense Consideration : ( i ) Support for activities of [COMPANY] relating to t he research, Development, manufacturing or Commercialization of Royalty Beari ng Products, which shall not exceed the fully burde ned cost ( and in the case of manufacturing costs, the F ully Burdened Manufacturing Cost ) for undertaking s uch activities performed by or for [COMPANY] ( including T hird Parties on [COMPANY] ’s behalf ) by more than [ * * * ] percent ( [ * * * ] % ) ; ( ii ) Proceeds derived from debt financing and any l oans to [COMPANY] by the Sublicensee ; ( iii ) Consideration received for the purchase of st ock in [COMPANY] or its Affiliate to the extent that the price per share for such equity doe s not exceed the Fair Market Value of such stock . T he term shall mean the average price at which the stock in question is publicly trading at for [ * * * ] ( [ * * * ] ) days prior to the earlier of ( A ) the date o f the announcement of its purchase by the Sublicens ee or ( B ) the date of its purchase by the Sublicensee, or if the stock is not publicly traded, the value of such sto ck as determined in good faith by the Board of Directors of [COMPANY] or its applicable Affiliate as of the ti me of receipt of payment ; and ( iv ) Reimbursement of [COMPANY] ’s patent costs relate d to Patent Rights