definiens: shall mean any form of consideration to the extent that it is not included in Net Revenues ( including any non - royalty consideration, milestone consideration, sales - base d revenue and amounts paid for equity securities that exceed the fair market value of such securities ), earned by Alimera or its Affiliates in connection with a subl icense agreement or other agreement that Alimera or its Affiliates enters into with a Third Party to sublic ense, sell or otherwise transfer some or all of Ali mera ’s rights to a Product that are granted to it under this Agreeme nt, including, but not limited to, marketing rights and/or distribution rights provided that ( a ) if listed on a national exchange, the fair market value of such securities shall equal the per share fair market value of such secur ities as listed on the national exchange through wh ich such securities are publicly traded, or ( b ) if not liste d on a national exchange, the fair market value of such securities shall be determined by mutual agreement of the Part ies, and if the Parties fail to reach such mutual a greement, the matter shall be resolved by arbitration in acco rdance with Section 11.8.2 herein . Third Party Cons ideration shall not include any form of consideration earned by Alimera or its Affiliates for a Change of Contro l or reimbursement or payment for services or expenses t o Alimera or its Affiliates . Third Party Considerat ion shall also not include amounts received by Alimera or its Affiliates for Product samples or Product provided for clinical trials approximately at or below cost In the event that Alimera or its Affiliates provide s Product samples or Product for clinical trials an d the amounts paid or reimbursed to Alimera or its Affili ates by Third Parties for such Product samples or P roduct for clinical trials that is not reported in Net Revenue s exceeds $ 25,000 in a calendar quarter, then Alime ra shall prepare a report to [COMPANY] that details such amoun ts paid or reimbursed and its calculation