definiens: shall mean ( i ) all upfront payments received by Z KC pursuant to a Sublicense Agreement, and ( ii ) all milestone payments received by ZKC pursuant to a Sublicense Agreement to the e xtent in excess of the milestone payments that are otherwise payable by ZKC to [COMPANY] pursuant to Article 5 of this Agreement, and ( iii ) all other payments received by ZKC pursuant to a Sublicense Agreement except excl uding only : ( a ) ( x ) to the extent that ZKC is purchasing the supply of Licensed Product from [COMPANY], the transfer price paid by ZKC to [COMPANY] for such Licensed P roduct ( and explicitly excluding any markup over su ch transfer price paid by Sublicensee to ZKC ; such mar kups are specifically included in Sublicensing Proc eeds ), and ( y ) to the extent that ZKC is manufacturing or cont rols the manufacture of Licensed Product, payment f or supply of Licensed Product and including in this exception up to a [ * * * ] markup on the fully burdened costs o f supply for bulk or vialed product ( and any amounts in excess o f such [ * * * ] markup are specifically included in Su blicensing Proceeds ), ( b ) royalty payments calculated as a per centage of product sales, ( c ) payments for equity i n ZKC at then - current fair market value of such equity ( spec ifically excluding the amount of any premiums ; the amount of any such premium shall be included in Sublicensing Proceeds ), ( d ) loans ( except to the extent forgiven ; all forgiven amounts are included in Sublicensing Proceeds ), ( e ) bona fide research and development funding at reas onable and customary rates, ( f ) funding for then - future re search and development expenses ( including fully lo aded costs of personnel ), ( g ) reimbursement of past or future patent prosecution and maintenance expenses, and ( h ) reimbursement of other, future ( after execution of the applicable Sublicense Agreement ) costs and expe nses