definiens: means any and all amounts ( including upfront fees, licens e maintenance fees, milestone payments, royalties a nd other similar licensing payments ) paid to [COMPANY] or its A ffiliates by such Sublicensee in consideration of o r otherwise based upon the rights granted by [COMPANY] to such Sub licensee with respect to the applicable Licensed Pr oduct, but excluding any amounts paid to [COMPANY] or its Aff iliates by such Sublicensee ( w ) in consideration of, including reimbursement for, any supply of Licensed Products by or on behalf of [COMPANY] or its Affiliat es, or any research, development or other activities relating to Licensed Products that [COMPANY] or its Affiliates has performed or may perform on behalf of a Sublicensee, except to the extent Morphic demonstrates that su ch payments are in excess of fair market value for suc h supply or activities ; ( x ) as payment or reimburse ment for amounts owed or paid by [COMPANY] to Morphic under thi s Agreement ; ( y ) as reimbursement of actual patent prosecution and maintenance costs and expenses or o ther costs or expenses ; or ( z ) in connection with a wards or judgments in patent or other intellectual property right enforcement, which shall be allocated among t he Parties in accordance with ARTICLE 8