definiens: means, with respect to Profit - Share Products, any proceeds received by [COMPANY] or its Affiliates from Third Parties with respect to the Development, Manufactur e, supply, or Commercialization of such Profit - Share Products in the Field in the Territory, including proceeds a ttributable to a grant of a license or sublicense, or a grant o f distribution rights, to permitted sublicensees an d distributors under this Agreement, to Develop, Manufacture or Co mmercialize such Profit - Share Products ( or, if righ ts in addition to such rights to such Profit - Share Produc ts are granted to such Third Party, then reasonably allocated to the rights granted to such Third Party with respect to such Profit - Share Products ) . In the event any T hird Party sublicensee makes a bona fide investment in any equ ity securities issued by [COMPANY] or any of its Af filiates, the cash consideration and the Fair Market Value of any non - cash consideration received by [COMPANY] and i ts Affiliates in exchange therefor will be excluded fr om the calculation of Profit - Share Product Proceeds, up to the Fair Market Value of such equity securities, and th e sum of any cash consideration and the Fair Market Value of any non - cash consideration received by [COMPANY] an d its Affiliates in excess of the Fair Market Value of such equity securities will be included in the calculati on of Profit - Share Product Proceeds