definiens: shall mean consideration in any fonn, except as further defined below, received by LICENSEE or an AFFILIATE ( if such AFFILlA TE has the right to sublicense ) in consideration for a grant to any third party or parties of a sublicense or other right, license, privilege or immunity from suit to make, have made, use, sell, have sold, distribute, import or export LICENSED PRODUCTS or to practice LICENSED METHODS, but eXCluding consideration received by LICENSEE ( a ) in the fonn of EARNED ROYALTIES ; ( b ) in reimbursement of LICENSEE ' s and its AFFILIATES ' actual, documented cost to perfonn research, dcvelopment, commercialization or similar services or activities conducted for such LICENSED PRODUCT ; ( c ) in reimbursement of documented, out - of - pocket patent expenses for the LICENSED PATENTS ; or ( d ) in consideration of the purchase of any securities of such party or its affiliates at a price equal to the then fair market value of such securities