definiens: shall mean all consideration received by [COMPANY] or its Affiliates with respect to rightsgranted to a Third Party(ies ) to Develop or Commercialize a Product(s ) for sale in the relevant country in the Territory, butexcluding : ( a ) consideration received by [COMPANY] or its Affiliates as payments for actual direct costs for performingDevelopment or Commercialization Activities undertaken by [COMPANY] or its Affiliates for, or in collaboration with, such ThirdParty(ies ) or their Affiliates ; ( b ) consideration received by [COMPANY] and/or its Affiliates from such Third Party(ies ) or theirAffiliates as the purchase price for [COMPANY] ’s or any of its Affiliates ’ debt or equity securities, except that consideration thatexceeds the fair market value of such debt or equity securities shall not be so excluded ; and ( c ) consideration paid by suchThird Party(ies ) to [COMPANY] or its Affiliates to purchase such Product(s ) ( provided, however, that any consideration greater thanthe applicable Cost of Goods Sold shall not be so excluded )