definiens: shall mean the following forms of consideration received by [COMPANY] or any of its Affiliatesfrom a Licensee in respect of Licensed Products:(a ) any upfront or any license maintenance fee attributable to the Licensed Products;(b ) any milestone payments ( including development, regulatory and sales - based milestone payments)attributable to the Licensed Products;(c ) amounts paid in the form of a profit share solely to the extent that any such payment represents asharing of actual profit from sales of a Licensed Product, and not a reimbursement for [COMPANY] ’s costs and expensesincurred in connection with the Exploitation of the Licensed Product;(d ) payments for the supply of Licensed Products ( excluding the portion of such payments that reimbursesArdelyx for its cost of goods for such Licensed Products or any component thereof);(e ) payments for performance of research or development activities associated with Licensed Products(excluding the portion of such payments that reimburses [COMPANY] for its actual cost of performing such research ordevelopment activities ) ; and(f ) any consideration received by [COMPANY] or any of its Affiliates for equity or debt securities issued byArdelyx or any of its Affiliates to a Licensee ( excluding the amount equal to the fair market value of such securities, which shall be determined by the method used to determine the amount paid by such Licensee or if no such methodis specified, the average closing price of such securities for the twenty ( 20 ) Business Days preceding the date ofissuance to such Licensee )