definiens: means ( a ) the produc t of 0.5 multiplied by ( i ) the product of 0.85 multiplied by the amount of any cash or equity cons ideration received by Company from such third - party in connection with such HPV Divestment Transaction les s ( ii ) the HPV Transaction Costs, less ( b ) any Contingent Payments related to HPV Products ( other than Contin gent Payments related to Net Sales ) made by Parent prior to the date of such HPV Divestment Transaction . HPV Divestment Consideration shall not include any amo unts received from a Third Party that are specifically a llocable to payment for, or reimbursement of, resea rch and development expenses incurred by Company or its Aff iliates ( including Parent ) in performing activities in relation to the HPV Program following the HPV Dives tment Transaction, including with respect to the fi ling, prosecution, maintenance and enforcement of any Int ellectual Property specific to the HPV Product