definiens: shall mean any payments, royalties or other consideration that Company actuallyreceives in connection with any partnering or outlicensing the Product, other than ( a ) equity investments in or otheramounts paid for the purchase of securities of Company to the extent such payments reflect the fair market value ofsuch securities, ( b ) amounts received from a partner or licensee that are committed to cover future industry standard, fully burdened costs to be incurred by Company in the performance of research, development and commercial supportactivities Page 1 - 1CONFIDENTIALto be performed by Company under a license agreement in connection with a Product and ( c ) amounts received froma partner or licensee to the extent they represent costs under which the amount received by Companyfrom partner or licensee is made to reimburse Company for third - party expenses incurred by Company in itsperformance of its obligations under such partnership or license agreement . These amounts typically include costreimbursement by licensee to Company for costs including intellectual property and license agreements, but may alsoinclude other reimbursements . Any amounts reimbursed by licensee that exceed Company costs are included inTransfer Payments