definiens: means, with respect to Profit -Share Products, any proceeds received by [COMPANY] or its Affiliates from Third Parties with respect to the Development, Manufacture, supply, or Commercialization of such Profit -Share Products in the Field in the Territory, in cluding proceeds attributable to a grant of a license or sublicense, or a grant of distribution rights, to permitted sublicensees and distributors under this Agreement, to Develop, Manufacture or Commercialize such Profit -Share Products ( or, if rights in addition to such rights to such Profit -Share Products are granted to such Third Party, then reasonably allocated to the rights granted to such Third Party with respect to such Profit -Share Products ) . In the event any Third Party sublicensee makes a bona fid e investment in any equity securities issued by [COMPANY] or any of its Affiliates, the cash consideration and the Fair Market Value of any non -cash consideration received by [COMPANY] and its Affiliates in exchange therefor will be excluded from the calcu lation of Profit -Share Product Proceeds, up to the Fair Market Value of such equity securities, and the sum of any cash consideration and the Fair Market Value of any non -cash consideration received by [COMPANY] and its Affiliates in excess of the Fair Mar ket Value of such equity securities will be included in the calculation of Profit -Share Product Proceeds