definiens: means all consideration ( including monetary and non - monetaryconsideration in all forms other than not - readily - monetizable covenants that are customary in out - licensing deals inwhich the out - licensor is not obtaining rights to any unrelated intellectual property or products of the licensee, asfurther described in the last paragraph of this definition ) actually received by [COMPANY] or its Affiliate or shareholders ineither of them, from any Third Party in connection with a Program Transaction, excluding only:(a ) research and development reimbursement for research and development to be performed after the date ofthe Program Transaction, accounted for at reasonable and customary rates, on a full time equivalent basis ( anyexcess over a reasonable and customary FTE rate is included in Program Transaction Revenue ) or in the form ofexternal costs billed through on a pass - through basis with no markup;(b ) reimbursement of patent expenses on a pass - through basis with no markup ( to avoid doubt, this explicitlyexcludes payments to [COMPANY] under Article 4);(c ) payments for equity of [COMPANY] to the extent at fair market value ( the amount of any premium is includedin Program Transaction Revenue);(d ) proceeds of repayable loans that are not forgiven ( if later forgiven, the amount of the forgiven debt isincluded in Program Transaction Revenue);(e ) payments for supply of Product to the extent at [COMPANY] ’ ( or its Affiliate ’s ) fully burdened manufacturingcost ( any excess over the fully burdened cost is included in Program Transaction Revenue ) ; and(f ) research and development funding from governmental or non - profit entities to the extent required to bespent on research and development occurring after the date the Program Transaction is signed