definiens: means all consideration received by a Party or it s Affiliates from a Sublicensee in consideration for a sublicense, lice nse or similar right granted to such Sublicensee, p ursuant to a written agreement, to Develop, manufacture or commercialize the Product ( each such grant, a ), but excluding : ( a ) consideration received by such Party or its Affiliates as payments for actual direct co sts for performing Development activities or commercializat ion activities with respect to the Product undertak en by such Party or its Affiliates for, or in collaboration wi th, such Third Party(ies ) or their Affiliates ; ( b ) consideration received by such Party or its Affiliates from such Third Party(ies ) or their Affiliates as the purchas e price for such Party ’s or any of its Affiliates ’ debt or equity se curities, except that consideration that exceeds th e fair market value of such debt or equity securities shall not b e so excluded ; ( c ) consideration received by such P arty or its Affiliates from such Sublicensee for such Sublicens ee ’s purchase of Product that are not in excess of the Manufacturing Cost therefor ; ( d ) any reimbursement of expenses or cost share ; and ( e ) amounts received in consideration for the acquisition of such Party or Affiliate, or all or substantially all of the asset s of such Party or Affiliates related to this Agreement ( whether by me rger, sale of stock, or sales of assets or otherwis e )