definiens: means, with respect to a Licensed Product or Licensed Compound in a particular country in theTerritory for a particular period of time, all payments, directly or indirectly, by or on behalf of a Sublicensee to Licensee or any of its Aﬃliates relating to, or resulting from, in either case, directly or indirectly, any transaction, series of transactions, or other arrangement in which such Sublicensee obtainsfrom Licensee or any of its Aﬃliates a license ( or sublicense ) in respect of the Licensed Patents, the Licensed Know - How or [COMPANY] ’s interests inthe Joint Patents and the Joint Know - How to Exploit a Licensed Product ( other than all royalties, proﬁt share payments and other payments ( other thanmilestone payments ) based on the sales of Licensed Products ), including ( a ) all upfront and other payments payable to Licensee or its Aﬃliates uponexecution of such transaction(s ) or arrangement(s ) with a Sublicensee in respect of Licensee ’s rights hereunder ; ( b ) all development, regulatory, commercialization or other milestone payments for milestones under any such transaction(s ) or arrangement(s ) ; ( c ) all license maintenance fees underany such transaction(s ) or arrangements(s ) ; ( d ) all payments to Licensee or its Aﬃliates for the supply of Licensed Products that exceed Licensee’sactual cost of goods sold to procure or Manufacture such Licensed Products ; ( e ) all payments to Licensee or its Aﬃliates under any suchtransaction(s ) or arrangement(s ) for the reimbursement of research and development costs incurred by Licensee or its Aﬃliates that exceed Licensee’sactual cost to perform the applicable activities ; ( f ) the amount by which any amount paid by a Sublicensee to Licensee or its Aﬃliates for any equity ordebt securities issued to such Sublicensee in respect of any such transaction(s ) or arrangement(s ) exceeds the fair market value of such securities ; and(g ) the fair market value of any other form of consideration paid to Licensee or its Aﬃliates by a Sublicensee in respect of any such transaction(s ) orarrangement(s )