definiens: shall mean and include all consideration that [COMPANY] or any of its Affiliates receives from a Sublicensee of [COMPANY] ( or such Affiliate ) in connection with, and on account of, a Sublicense, including upfront payments, license maintenance fees, and similar payments but excluding ( i ) amounts that are payable directly in connection with the sale of Product, including earned sales royalties, ( ii ) payments for equity or debt of [COMPANY] or any of its Affiliates, to the extent such equity or debt is purchased at its fair market value and such debt is not subsequently forgiven, ( iii ) payment for the manufacture or supply of ingredients or products by [COMPANY] or any of its Affiliates, to the extent such payment does not exceed the actual, direct cost incurred by [COMPANY] or its Affiliates to perform for such manufacturing or supply without mark - up or profit of any kind or ( iv ) payment for services performed by [COMPANY] or any of its Affiliates, to the extent such payment does not exceed the actual, direct cost incurred by [COMPANY] or its Affiliates to perform such services without mark - up or profit of any kind . To the extent [COMPANY] or any of its Affiliates receives non - cash consideration under or in connection with a Sublicense which would be considered, then the fair market value of such non - cash consideration shall be as reasonably determined by the Parties and shall be treated as