definiens: shall mean, with respect to any Product, the aggregate considerationreceived by Licensee or its Affiliates in consideration for granting rights to a Sublicensee under the Licensed IP Rights byLicensee with respect to such Product, including license fees, sales and other milestone fees and minimum royalties ( inexcess of earned royalties ), but excluding ( a ) Sublicensing Royalties ; ( b ) payments received by Licensee to fund orreimburse the actual direct costs of its research, development or similar services for such Product performed for suchSublicensee during the term of the sublicense agreement and pursuant to a specific agreement that includes adevelopment / performance plan and commensurate budget ; ( c ) payments received by Licensee in reimbursement of actualpass through patent or other out - of - pocket expenses relating to such Product ; or ( d ) payments received in consideration forthe sale, issuance or exchange of any debt or securities of Licensee or its Affiliates at fair market value