definiens: means all upfront, milestone and royalty payments andother consideration received by [COMPANY] and its Affiliates from third party sublicensees attributableto sublicenses under the [COMPANY] Technology, excluding : ( i ) reimbursement or funding for R&Dactivities performed by or on behalf of [COMPANY], ( ii ) amounts for purchase of stock or other equity ordebt interests in [COMPANY], ( iii ) reimbursement of patent costs and other out - of - pocket costs actuallyincurred by [COMPANY], ( iv ) amounts paid for technology other than the [COMPANY] Technology ( provided, that if a sublicense is granted for [COMPANY] Technology in the same transaction as a license to othertechnology, the allocation of payments for purposes of this item ( iv ) shall be based on relativecommercial value of the [COMPANY] Technology and the other technology at the time of suchtransaction, and not based upon evaluation in light of subsequent data, information or events ), ( v)payments received for the supply of goods ( including Products ) or services, including sales andmarketing support, co - promotion activities and sales force reimbursement, and ( vi ) payments forthe sale of substantially all of the business or assets of [COMPANY], whether by merger, sale of stock, sale of assets or otherwise . To the extent that a payment made by a sublicensee pursuant toitems ( i ), ( ii ) or ( v ) of the preceding sentence is in13Confidentialexcess of the then - current fair market value, as determined in compliance with GAAP, of each ofthe corresponding items, then such excess shall be considered Sublicense Revenue