definiens: shall mean any ( a ) Product Line Divestiture Proceeds, ( b ) Third - Party ManufacturingRevenue and ( c ) payments that do not also constitute an Infringement Recovery that the Buyer and/or its Affiliatesreceives from a licensee or sublicensee of the Company Proprietary Rights in consideration for the license or sublicenseof such rights, which payments shall include, without limitation, license fees, milestone payments, license maintenancefees, Royalty Payments, and other payments received for such a license or sublicense, but specifically excluding forpurposes of ( a ), ( b ) and ( c ), Standard Income, bona fide payments for research and development, marketing, sales and / orother services, bona fide reimbursement for costs and expenses incurred by the Buyer and/or its Affiliates ( such as patentprosecution costs ), payments to the extent of fair market value for the issuance of equity or debt ( or for debt financingsuch as loans, provided, however, that any such debt financing is not given in consideration of such license orsublicense ), and payments resulting from any bona fide arms length agreement relating to the supply of the applicableBarbed Suture Product ( and/or ingredients or components thereof )