definiens: shall mean upfront fees, milestone payments and royalties based on For eign Sublicensee ’s Net Sales outside the United Sta tes that [COMPANY] or its Affiliate actually receives from Forei gn Sublicensees of the [COMPANY] Patents in conside ration of a sublicense to the [COMPANY] Technology, and specifi cally excludes ( i ) amounts that [COMPANY] or its Affili ate receives as bona - fide reimbursement for amounts act ually expended or to be expended by [COMPANY] in connec tion with the performance of research or development act ivities, ( ii ) amounts paid to [COMPANY] or its Affiliat e as the bona - fide transfer price of Product supplied under supply contracts with the Foreign Sublicensees ( suc h amounts not to exceed *, calculated in accordance with U.S