definiens: shall mean any ( a ) Product Line Divestiture Proceeds from Cosmetic Indications and WoundClosure Indications, ( b ) Third - Party Manufacturing Revenue from Cosmetic Indications and Wound Closure Indications, and ( c ) payments that do not also constitute an Infringement Recovery that the Buyer and/or its Affiliates receives from alicensee or sublicensee of the Company Proprietary Rights in consideration for the license or sublicense of such rightsfor Cosmetic Indications and Wound Closure Indications, which payments shall include, without limitation, license fees, milestone payments, license maintenance fees, Royalty Payments and other payments received for such a license orsublicense, but specifically excluding for purposes of ( a ), ( b ) and ( c ) above, bona fide payments for research anddevelopment, marketing, sales and/or other services, bona fide reimbursement for costs and expenses incurred by theBuyer and/or its Affiliates ( such as patent prosecution costs ), payments to the extent of fair market value for the issuanceof equity or debt ( or for debt financing such as loans, provided, however, that any such debt financing is not given inconsideration of such license or sublicense ), and payments resulting from any bona fide arms length agreement relatingto the supply of the applicable Barbed Suture Product ( and/or ingredients or components thereof ) to such licensee orsublicensee for Cosmetic Indications and Wound Closure Indications