definiens: means, with respect to a Profit - Share Product, any proceeds received by [COMPANY] or its Affiliates from Third Parties with respect to the Development, Manufacture or Commercialization of such Profit - Share Product in the Field and in the Territory, including 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, -17 6562860 CONFIDENTIAL TREATMENT MATERIAL Manufacture or Commercialize such Profit - Share Product ( or, if rights in addition to such rights to such Profit - Share Product are granted to sLlch Third Party, then reasonably allocated to the rights granted to such Third Party with respect to such Profit - Share Product ), but excluding : ( a ) amounts received by [COMPANY] or any of its Affiliates as payments for their actual reasonably allocated direct costs ( including FTE Costs and Out - of - Pocket Costs ) to perform Development, Manufacturing or Commercialization activities undertaken by [COMPANY] or its Affiliates for, or in col1aboration with, such Third Party with respect to such Profit - Share Product, to the extent such costs have not been included in Allowable Expenses ; ( b ) amounts received by lncyte or any of its Affiliates from sllch Third Party as the purchase price for [COMPANY] 's or any of its Affiliates ' debt or equity securities, except that amounts which exceed the fair market value of such debt or equity securities shall not be so excluded to the extent otherwise falling within this definition ; ( c ) those Patent and Trademark Costs paid by lncyte or its Affiliates, and reimbursed by such Third Party, with respect to such Profit - Share Product or, if incurred with respect to multiple Profit - Share Products and/or other products, then reasonably allocated to the relevant Profit - Share Product, to the extent such costs have not been included in Allowable Expenses ; and ( d ) amounts recei ved by [COMPANY] as reimbursement for costs borne soleI y by lncyte, with respect to Third Party claims for which the Third Party is obligated to indemnify [COMPANY]