definiens: : means any consideration that Buyer or any of its Af filiates receive in connection with the ( and, in a transaction in which rights to multiple products are transferred, to the extent allocable t o a ) grant of rights under the Product Intellectual Property and/or rights wit h respect Products in an agreement or arrangement with a Third Party ( ) . In furtherance and not in limitation of the for egoing, Qualified Consideration shall not include ( i ) royal ties based on Net Sales, ( ii ) amounts received to cover future reasonable, f ully- burdened costs incurred or to be incurred by Buyer or its Affiliates in the performance of research, development or manufacturing activities t o be performed by Buyer or its Affiliates after the Effective Date, ( iii ) amounts received as reimbursement for out - of- pocket costs incurred by Buyer in the pr eparation, filing, prosecution and maintenance of t he Product Patents, or ( iv ) consideration for the issuance of equity in terests in Buyer or its Affiliates to the extent there is no premium includ ed in such issuance for rights granted with respect to the Product . If Buyer or its Affiliate receives non - cash consideration that otherwise qualifies as Qual ified Consideration, the Qualified Consideration will be calculated based on the fair market value of such consideration, at the time of the transaction, ass uming an arm ’s length transaction made in the ordin ary course of business