definiens: means all payments directly or indirectly by or on behalf of a Sublicensee to [COMPANY] or itsAffiliates relating to, or resulting from, in either case directly or indirectly, an arrangement respecting any one or more of aSublicense or Compound or Product or sales thereof, including ( a ) all upfront and other payments payable to [COMPANY] uponexecution of a Sublicense with a Sublicensee in respect of [COMPANY] ’s rights hereunder ; ( b ) all development, regulatory, commercialization or other milestone payments for milestones under any such Sublicense ; ( c ) all license maintenance feesunder any such Sublicense ; ( d ) all payments to [COMPANY] for the supply of Products ; ( e ) all payments to [COMPANY] under any suchSublicense for the reimbursement of research and development costs incurred by [COMPANY] ; ( f ) the fair market value of any equitysecurities issued in respect of any such Sublicense to [COMPANY] that exceeds any amount paid by [COMPANY] for such securities ; ( g ) theamount by which any amount paid by a Sublicensee to [COMPANY] for equity securities issued to such Sublicensee in respect of anysuch Sublicense exceeds the fair market value of such equity securities ; ( h ) all royalties, profit share payments and otherpayments based on the sales of Products ; and ( i ) the fair market value of any other form of consideration paid to [COMPANY] by aSublicensee for a Sublicense granted by [COMPANY] pursuant to this Agreement, but excluding in all cases [COMPANY] COGs to procure orManufacture Products for which payments under clause ( d ) above are made to [COMPANY] and [COMPANY] ’s actual cost to performactivities in and specifically for the sublicensed territory for which payments under clause ( e ) above are made to [COMPANY] . Theamount of Sublicense Revenue for any Quarter shall be reduced by any amount of Sublicense Revenue previously receivedby [COMPANY] that [COMPANY] is required to return or refund to the payor thereof during such Quarter