definiens: means all consideration ( including monetary and non - monetary consideration in all forms otherthan not - readily - monetizable covenants that are customary in out - licensing deals in which the out - licensor is not obtaining rights to anyunrelated intellectual property or products of the licensee, as further described in the last paragraph of this definition ) actually received byAlector or its Affiliate or shareholders in either of them, from any Third Party in connection with a Program Transaction, excluding only:(a ) research and development reimbursement for research and development to be performed after the date of the ProgramTransaction, accounted for at reasonable and customary rates, on a full time equivalent basis ( any excess over a reasonable and customaryFTE rate is included in Program Transaction Revenue ) or in the form of external costs billed through on a pass - through basis with nomarkup;(b ) reimbursement of patent expenses on a pass - through basis with no markup ( to avoid doubt, this explicitly excludes paymentsto [COMPANY] under Article 4 ) ; -13-(c ) payments for equity of [COMPANY] to the extent at fair market value ( the amount of any premium is included in ProgramTransaction Revenue);(d ) proceeds of repayable loans that are not forgiven ( if later forgiven, the amount of the forgiven debt is included in ProgramTransaction Revenue);(e ) payments for supply of Product to the extent at [COMPANY] ’s ( or its Affiliate ’s ) fully burdened manufacturing cost ( any excess overthe fully burdened cost is included in Program Transaction Revenue);(f ) research and development funding from governmental or non - profit entities to the extent required to be spent on research anddevelopment occurring after the date the Program Transaction is signed(g ) milestone amounts paid to [COMPANY] that [COMPANY] will pay to [COMPANY] under Section 4.8