definiens: means all amounts received by [COMPANY] or any of its Affiliates to the extent attributable to a license or sublicense granted to a Third Par1y of any of the Assigned Patent Rights, Licensed Patent Rights or Licensed Know - How ( such Third Party, a ), including upfront payments, annual maintenance fees, milestone payments ( including for development . performance and sales milestones ) and earned royalties, but : ( a ) amounts received by [COMPANY] or its Affiliates as payments for performing research, development ( other than development milestone payments referenced in the foregoing paragraph of this Section 1.56 ), manufacturing or commercialization activities undertaken by [COMPANY] or any of its Affiliates for, or in collaboration with, such Sublicensee \vill be excluded ; provided, that such deduction to Sublicense Income is an amount no greater than the fully­burdened cost for [COMPANY] or its Aililiates in connection with such activities and all out - of­pocket costs paid by [COMPANY] or its Affiliates to Third Parties in connection with such activities ; ( b ) amounts received by [COMPANY] or its Affiliates from such Sublicensee as the purchase price for [COMPANY] 's or any of its Affiliates ' debt or equity securities \\,'ill be excluded ; provided . thn !, with respect to any such securities \vhich are publicly traded on any securities exchange or NASDAQ . such deduction to Sublicense Income is an amount no greater than the fair market value of such debt or equity securities ; ( c ) if such Sublicensee will also pay an earned royalty on its sale ora Licensed Product . then amounts paid by such Sublicensee to [COMPANY] or its Affiliates as a transfer price to purchase the relevant Licensed Product or any component thereof will be excluded ; and 8 E\clivdJS 116592096\ 1 ( d ) if such Subliccnsee willoot abo pay an earned royalty on its salt : ora I lcenscd Product . then amounts pald b ) sueh Sublicensec ( 0 [COMPANY] or its t\niliates as a translcr price to purchase the n : lc\;ant I, icensed Product or DJ1 ) component thereof will he cxcluded . but only up to the actu<11 cost of goods of such Licl . 'llscd Product or component