definiens: means any payments or other consideration in any form received by Seller or any of its Affiliates from a Licensee or anyof its Affiliates or sublicensees under or pursuant to an Out - License of any rights relating to Orladeyo or any sublicense under or other agreementancillary to such Out - License, or payments received by Seller or any of its Affiliates from a Third Party in lieu of any of the foregoing payments, ineach case, except for : 8 ( a ) payments or grants received from a commercial or non - commercial Third Party, specifically to cover future reasonable, documented fully - burdened costs incurred by or on behalf of Seller or any Affiliate after the execution of such Out - License directly attributable to the performance ofresearch and development of Orladeyo, which costs are expressly covered by the Licensee under such Out - License ; ( b ) equity investments in Seller or any Affiliate to the extent priced at or below fair market value, provided that in the case of common stock orits equivalent, fair market value shall be the greater of : ( i ) the last reported closing price of Seller ’s common stock on Nasdaq, or ( ii ) the 30 - dayvolume - weighted average price of Seller ’s common stock ; ( c ) loans received as part of a debt financing for so long as an obligation of repayment exists, provided that if at the time any such debtbecomes due, the amount of such debt that is forgiven, and, for accounting or Tax purposes ( in accordance with GAAP ), is booked as income toSeller or its Affiliates, then such amount shall be deemed License Revenue hereunder ; ( d ) loans received where Orladeyo forms part of the security package provided for the loan for so long as an obligation of repayment exists;provided that at the time any such debt becomes due, the amount of such debt that is forgiven, and, for accounting or Tax purposes ( in accordancewith GAAP ), is booked as income to Seller or its Affiliates, shall be deemed License Revenue hereunder ; ( e ) Tax credits or Tax receipts ; and ( f ) sales or supply of Orladeyo inventory at or below Seller ’s actual cost of goods sold, provided, however that any mark - up from, or otheramounts in excess of, the Seller ’s cost of goods sold for such inventory shall be License Revenue