definiens: shall mean all payments directly or indirectly by or on behalf of a Sublicensee to [COMPANY] or its Affiliates relating to, or resulting from, in either case directly or indirectly, an arrangement respecting a Sublicense in respect of the Canada Territory, including ( a ) all upfront and other payments payable to [COMPANY] upon execution of such a Sublicense with a Sublicensee in respect of [COMPANY] ’s rights hereunder ; ( b ) all development, regulatory, commercialization or other milestone payments for milestones under any such Sublicense ; ( c ) all license maintenance fees under any such Sub license ; ( d ) all payments to [COMPANY] for the supply of Product for purposes of its Exploitation under such Sublicense ; ( e ) all payments to [COMPANY] under any such Sublicense for the reimbursement of research and development costs incurred by [COMPANY] ; ( f ) the fair market value of any equity securities issued in respect of any such Sublicense to [COMPANY] that exceeds any amount paid by [COMPANY] for such securities ; ( g ) the amount by which any amount paid by a Sublic ensee to [COMPANY] for equity securities issued to such Sublicensee in respect of any such Sublicense exceeds the fair market value of such equity securities ; ( h ) all royalties, profit share payments, distribut ion fees, and other payments under such Sublicense based on the sales of Products ; and ( i ) the fair market value of any other form of cons ideration paid to [COMPANY] by a Sublicensee for such a Sublicense, but excluding in all cases [COMPANY] COGS to procure or Manufacture P roducts for which payments under Clause ( d ) above are made to [COMPANY] a nd [COMPANY] ’s actual cost to perform activities in and specifically for the sublicensed territory for which payments under Clause ( e ) above are made to [COMPANY] . The amount of S ublicense Revenue for any Quarter shall be reduced by any amount of Sublicens e Revenue previously received by [COMPANY] that [COMPANY] is required to return or refund to the payor thereof during such Quarter