definiens: shall mean payment s to COMPANY from a SUBLICENSEE for the purpose of funding the costs of bona fide research and development of LICENSED PRODUCTS and LICENSED PROCESSES by COMPANY under a written research and development plan and only to the extent COMPANY can reasonably demonstra te that such payments are or were spent on such research and development activities for the LICENSE D PRODUCTS covered by the agreement to such SUBLICENSEE, and that are expressly intended only t o fund or pay for ( i ) the purchase or use of equipm ent, supplies, products or services, or ( ii ) the use of employees and/or consultants, to achieve a bona fide research and/or development goal for the commercialization o f LICENSED PRODUCTS or LICENSED PROCESSES, as indicated in a written agreement between COMPANY and the SUBLICENSEE, and shall exclude any funding in excess of COMPANY ’s cost of performing s uch research and development activities