definiens: means all consideration received by Buyer or its Affiliates in respect of any Royalty Product or Product Technologyfrom or on behalf of a third party purchaser, partner, licensee or sublicensee ( each a ) in any transaction or series of transactionsthat include the sale, license, sublicense, assignment, or other grant or conveyance or rights in or to any Royalty Product or ProductTechnology, including a grant of rights to develop, market or sell any Royalty Product, or develop, use, market or sell any Product Technology, but excluding : ( a ) transfer - price payments for the purchase of Royalty Products supplied by Buyer ( or its Affiliates ) made at prices incompliance with the rules of applicable tax authorities but in no event at greater than 125 % of the fully burdened manufacturing cost ; ( b ) anypayments received by Buyer or its Affiliates to fund on a prospective basis, the documented cost of research and/or development activitiesperformed or services provided by Buyer solely with respect to such Royalty Product, on the basis of reimbursement of out - of - pocketexpenses and/or payments for full - time equivalent ( ) efforts of personnel at or below commercially reasonable and standard FTE ratesfor the kind of activities and services undertaken by Buyer for which such reimbursement is made ; ( c ) amounts received by Buyer in the formof a bona fide arms ’ length loan to the extent such loan is not forgiven, and ( d ) any amounts received in consideration for Buyer ’s or itsAffiliate ’s equity issued or sold to such Third Party in connection with such transaction that are less than or equal to fair market value of suchequity . In the event Buyer or any of its Affiliates receives non - cash consideration in the form of equity of a Third Party, shall becalculated based on the fair market value of such equity consideration at the time of the transaction, assuming an arm ’s length transactionmade in the ordinary course of business