definiens: means all upfront, milestone and royalty payments and other consideration received by [COMPANY] and its Affihates from third party sublicensees attributable to sublicenses under the [COMPANY] Technology, excluding : ( i ) reimbursement or funding for R&D activities performed by or on behalf of [COMPANY], ( ii ) amounts for purchase of stock or other equity or debt interests in [COMPANY], ( iii ) reimbursement of patent costs and other out - of­pocket costs actually incurred by [COMPANY], ( IV ) amounts paid for technology other than the [COMPANY] Technology ( provided, that if a sublicense is granted for [COMPANY] Technology in the same transaction as a license to other technology, the allocation of payments for purposes of ihis item ( iv ) shall be based on relative commercial value of the [COMPANY] Technology and the other technology at the time of sllch transaction, and not based upon evaluation in light of subsequent data, information or events)~ ( v ) payments received for the supply of goods ( including Products ) or services, including sales and marketing supp011, co - promotion activities and sales force reimbursement, and ( vi ) payments for the sale of substantially all of the business or assets of [COMPANY], whether by merger, sale of stock, sale of assets or otherwise . To the extent that a payment made by a sublicensee pursuant to items ( i ), ( ii ) or ( v ) of the preceding sentence is in excess of the then - current fair market value, as determined in comrliance with GAAP, of each of the corresponding items, then such exee 's shall be considercJ Sublil : L : nse Revenue