definiens: shall mean any payment that Company actually receives, either as an upfront payment or a payment contingent on the achievement of certain research or development milest ones, in connection with any Rights Transfer Transaction, other than amounts received from a partner or licensee that are committed to cover future industry standard, fully 12 burdened costs incurred by Company in the performance of research, develop ment, manufacture and commercial support activities to be performed by Company under a license or transfer agreement in connection with a Product . In the event that Company or its shareholders receives in lieu of or in addition to cash with respect to any such payment shares of capital stock or other ownership interests in a Third Party company, the Transfer Payment for such payment shall include the fair market value of such capital stock or other ownership at the time of the transaction, assuming an arm ’s -length transaction made in the ordinary course of business, and Company shall be entitled to pay the portion of such Transfer Payment that it may owe to LLS fully in cash or Company may, at Company ’s election, pay the portion of such Transfer Payment that it may owe to LLS in cash and/or shares of capital stock or other ownership interest, where the proportion of such portion of the Transfer Payment paid to LLS in shares of capital stock or other ownership interest does not exceed the proportion such non -cash consideration represents of the total payments made to Company on which the portion of the Transfer Payments owed to LLS are calculated