definiens: shall mean consideration of any kind received by [COMPANY] from a Sublicensee for the grant of a sublicense under this Agreement, such as upfront fees, royalties or milestone fees and including any premium paid by the Sublicensee over the Fair Market Value ( as defined below ) for stock of [COMPANY] in consideration for such sublicense ; provided, however, the following are not included in Sublicense Consideration : ( i ) Support for activities of [COMPANY] relating to the research, Development, manufacturing or Commer cialization of Royalty Bearing Products, which shall not exceed the fully burdened cost ( and in the case of manufacturing costs, the Fully Burdened Manufacturing Cost ) for undertaking such activities performed by or for [COMPANY] ( including Third Parties on [COMPANY] ’s behalf ) by more than [ * * * ] percent ( [ * * * ] % ) ; ( ii ) Proceeds derived from debt financing and any loans to [COMPANY] by the Sublicensee ; ( iii ) Consideration received for the purchase of stock in [COMPANY] or its Affiliate to the extent that the price per share for such equity does not exceed the Fair Market Value of such stock