definiens: shall mean payments to COMPANY from a SUBLICENSEE for the purpose of funding or reimbursi ng the costs and expenses of bona fide 8 research, development, manufacture and commercial e fforts by COMPANY under a written research, development and/or commercialization plan, or a man ufacturing or supply obligation, provided, that suc h SUPPORT PAYMENTS are not NET SALES under Section 1 . 13 ., and only to the extent COMPANY can reasonably demonstrate that such payments are or we re spent on such research, development, manufacture and commercialization activities with respect to LICENS ED PRODUCTS or LICENSED PROCESSES covered by the agreement to such SUBLICENSEE, and that are exp ressly intended only to fund or pay for ( i ) the pur chase or use of equipment, supplies, products or services, or ( ii ) the use of employees and/or consultants, to achieve a bona fide research and/or development goal for, or the manuf acture or the commercialization of, LICENSED PRODUCTS or LICENSED PROCESSES, as indicated in a w ritten agreement between COMPANY and the SUBLICENSEE, and shall exclude any funding in exces s of COMPANY ’s cost of performing such research and development, manufacturing or commercialization act ivities