definiens: shall mean : ( a ) royalties ( if any ) actually received by, or reported as due ( whichever occurs first),Company or its Affiliate from a Sublicensee or Partner with respect to sales of Partner Products ( ) ; provided, however, that Partner Product Royalties shall exclude any such royalties received or reported with respect to aPartner Product if : ( i ) the first human clinical trial of such Partner Product has not been initiated ( first patient dosed ) prior tothe * * * anniversary of the Effective Date ; and ( ii ) the first commercial sale of such Partner Product in a Major Market has notoccurred prior to the * * * anniversary of the Effective Date ; ( b ) research and development funding due Company or its Affiliate from a Sublicensee orPartner ( as and when such funding becomes due ) in consideration for Company ’s or its Affiliate ’s use of the LicensedTechnology or Know - How on behalf of the Sublicensee or Partner, less fully - burdened cost of performing such research anddevelopment ( calculated using the FTE Rate, pro - rated on the basis of a 1,800 - hour FTE - year ) ( ) ; and ( c ) consideration due Company or its Affiliate from a Sublicensee or Partner ( as and whensuch consideration becomes due ), including up - front or license fees, milestone payments, premiums above the fair marketvalue on sales of debt or equity securities of Company or its Affiliate, annual maintenance fees, and any other payments, that, in each case, is in respect of ( i ) the grant to a third party of ( A ) a Sublicense, or ( B ) a license or other rights with respect to thegeneration, use, sale or transfer of Qualified Structures ( including, without limitation, any license or other right to make, havemade, use, have used, sell, have sold, offer for sale and/or import any Qualified Structure ) or the development orcommercialization of Partner Products, or ( ii ) Company ’s or its Affiliate ’s use of the Licensed Technology or Know - How onbehalf of the Sublicensee or Partner, including, without limitation, the use of any Licensed Technology or Know - How toperform structure - based drug discovery on behalf of the Sublicensee or Partner ( )