definiens: means all consideration Company and/or its Affiliates receives from a Sublicensee pursuant to anySublicense, including any upfront payment, milestone payments and royalty payments, collaboration fee, and premiums on equity investmentsin Company ( with the premium to be reasonably allocated to the value of the Licensed Compound and Licensed Product as compared theCompany ’s compounds and products ( if any ) ), but excluding, for clarity, any amounts received by Company : ( a ) as bona fide, fair marketvalue, actual reimbursement for research, Development or Commercialization activities performed or paid for by Company after the grant of aLicense, and only to the extent they are documented and are reasonably detailed in a written report provided to [COMPANY] ; ( b ) for reimbursement ofCompany ’s fully - burdened cost to manufacture and supply Licensed Products or Licensed Compounds ; ( c ) in the form of bona fide loansmade by Sublicensee to Company not forgiven by Sublicensee ; ( d ) payment or reimbursement of reasonable patent expenses actuallyincurred or paid by Company and not otherwise reimbursed ; or ( e ) payments to Company for the purchase of equity in Company at the fairmarket value of such equity . For clarity, in the event a Sublicense by Company includes both a grant of rights under any of the rights licensedto Company by [COMPANY] under Section 2.1 with respect to any Licensed Product or Licensed Compound and a grant of rights to Patent RightsControlled by Company other than such rights licensed to Company by [COMPANY] under Section 2.1 ( ), the Parties shallnegotiate in good faith a reasonable adjustment to the applicable Sublicense Revenue that takes into account the relative value of the OtherSublicensed IP ; provided that if the Parties can not agree on such adjustment then the Parties shall select an independent appraiser todetermine such adjustment