definiens: means all upfront, milestone, royalty or other payments associated with any Project Compound ( or product containing or comprising a Project Compound ) and/or any Project Compound IP in the Research Field in a Developed Country that are received by Anacor from a Project Compound Licensee pursuant to an agreement in which the Project Compound Licensee receives a license under the Project Compound IP to develop, commercialize or distribute a product containing such Project Compound in a Developed Country in the Research Field, but specifically excluding payments to the extent not made as consideration for the license but rather made : ( a ) in consideration of the issuance of equity or debt securities of Anacor ; ( b ) with respect to research, development or commercialization activities undertaken by or on behalf of Anacor ; ( c ) to reimburse Anacor for amounts paid or costs incurred by or on behalf of Anacor, including without limitation, Patent prosecution, maintenance, enforcement or defense expenses ; ( d ) as a loan or as a distribution ofa Patent enforcement award ; or ( e ) with respect to the cost of goods sold as defined under GAAP by or on behalf of Anacor . In the event that such milestone, royalty andlor other payments 6 [ J = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED