definiens: shall mean payments to COMPANY or an AFFILIATE from a SUBLICENSEE for the purpose of funding the costs of bona fide re search and development of LICENSED PRODUCTS and LICENSED PROCESSES by COMPANY under a written research and development plan, and only to the extent COMPANY can reasonably demonstrate that such payments are or were spent on such research and development act ivities for the LICENSED PRODUCTS and LICENSED PROCESSES covered by the agreement to such SUBLICENSEE, and that are expressly intended only to fund or pay for ( i ) the purchase or use of equipment, supplies, products or services, or ( ii ) the use of employee s and/or consultants, to achieve a bona fide research and/or development goal for the commercialization of LICENSED PRODUCTS or LICENSED PROCESSES, as indicated in a written agreement between COMPANY and SUBLICENSEE, and shall exclude any funding in excess of COMPANY ’S cost of performing such research and development activities