definiens: means all consideration received by Company or any of itsAffiliates from a Sublicensee in return for the grant of a Sublicense of any of Company ’s rightshereunder, excluding consideration in the form of : ( i ) royalties received by Company and calculatedwholly as a function of a sale of a unit of Licensed Product if the Net Sales of such unit of suchLicensed Product are subject to the royalty payment obligations herein ; ( ii ) payments or reimbursementsfor Company ’s and its Affiliates ’ documented Development activities conducted on behalf of the relevantSublicensee after the execution date of the sublicense agreement between Company and the relevantSublicensee, to the extent directly related to the Licensed Product, valued at the actual direct cost ofsuch activities plus reasonable allocation of overhead, for which Company shall provide a reasonablydetailed cost breakdown including the basis for allocation of overhead to such documented Developmentactivities directly related to the Licensed Product ; ( iv ) payment to a licensor or patent attorney on behalfof Company, or reimbursement to Company of Company ’s reasonable Patent Expenses actuallyincurred or paid, respectively, by Company in the Prosecution and Maintenance of the Patent Rights inaccordance with this Agreement, and not otherwise reimbursed ; and ( v ) payments for the purchase ofequity in Company up to the fair market value of such equity ( such fair market value as determined bythe Board of Directors of Company in good faith )