definiens: means ( a ) royalty or profit sharing payments, or any other type of payment based on periodic sales of a Product ; ( b ) payments made in c onsideration of [COMPANY] ’ or [COMPANY] ’ Affiliate ’s equity or debt securities at fair market value ; ( c ) payments made to pay for or reimburse [COMPANY] or [COMPANY] ’ Affiliate f or the fully - burdened cost of research and development ; ( d ) paym ents made to pay for or reimburse [COMPANY] or [COMPANY] ’ A ffiliate for the cost of prosecuting, maintaining or defendi ng Patent Rights ; and ( e ) payments made to [COMPANY] or [COMPANY] ’ Affiliate to pass - through to a Third Party in satis faction of a payment obligation [COMPANY] or [COMPANY] ’ Aff iliate has to such Third Party