definiens: shall mean ( i ) all upfront payments received by T heraclone from a Third Party pursuant to a License Agreement, ( ii ) all milestone payments received by [COMPANY] pursuant to such a License Agreement and ( iii ) all other payments received by [COMPANY] pursuant to a License Agreement except e xcluding only : payments for supply of Licensed Product and i ncluding in this exception up to a [ * * * ] markup on the fully burdened costs of supply for bulk or vialed product ( as more fully described in Section 8.1 below ) ( an d any amounts in excess of such [ * * * ] markup are specific ally included in Licensing Proceeds ), royalty payme nts calculated as a percentage of product sales, paymen ts for equity in [COMPANY] at then - current fair ma rket value of such equity ( specifically excluding the amount of a ny premiums ; the amount of any such premium shall b e included in Licensing Proceeds ), loans ( except to t he extent forgiven ; all forgiven amounts are includ ed in Licensing Proceeds ), bona fide research and develop ment funding at reasonable and customary rates, fun ding for then - future research and development expenses ( incl uding fully loaded costs of personnel ), and reimbur sement of past or future patent prosecution and maintenance e xpenses, and reimbursement of other, future ( after execution of the applicable License Agreement ) costs and expe nses