definiens: shall mean, with respect to any Product, the aggregate cash considerationreceived by Company or its Affiliates in consideration for granting sublicense rights to a Sublicensee under the LicensedPatent Rights or Licensed Know - How Rights by Company or its Affiliates with respect to such Product, including withoutlimitation license fees, milestone fees, and minimum royalties ( in excess of earned royalties ), but excluding SublicensingRoyalties based on sales of such Product by such Sublicensee, and also excluding ( a ) amounts received to fund or reimburseCompany ’s or its Affiliates ’ cost to perform research, development or similar services conducted for such Product, or toestablish a direct sales force, ( b ) amounts received in reimbursement of patent or other out - of - pocket expenses relating to suchProduct ; ( c ) amounts received in consideration for the sale of any debt or securities of Company or its Affiliates ; ( d ) amountsreceived by Company as milestone fees based on cumulative or annual sales of Product ; and ( e ) development - based milestonefees received by Company comparable with those described at Section 4.2 herein ( but including any such milestone feesreceived by Company in excess of the sums payable by Company pursuant to Section 4.2 herein )