definiens: means all financial consideration, in whatever form, due from asublicensee in return for the grant of a Sublicense of Eiccose ’s rights hereunder or the right to distribute aLicensed Product, but excluding : ( A)earned royalties or any similar payments calculated wholly as a function of sales of Licensed Product(royalties on product sales by sublicensees will be treated as if Eiccose made the sale of suchproduct ) ; ( B)payments or reimbursement for sponsored research and/or development activities for LicensedProduct ; ( C)payment for expenses actually incurred or paid by Eiccose for Licensed Patents ; ( D)payments for the purchase of equity in Eiccose to the extent of the fair market value of such equity;and ( E)payments for loans made to Eiccose unless the loan is forgiven ; and ( F)direct cost for products and services ( including manufacturing services or supply of Product ) providedby Eiccose to the sublicensee