definiens: . Sublicense Income means all consideration received by a Party or its Affiliates withrespect to rights granted to a Third Party(ies ) to Develop or Commercialize a Product(s ) for sale in the relevant Territory, butexcluding : ( a ) consideration received by such Party or its Affiliates as payments for actual direct costs for performingDevelopment or Commercialization activities undertaken by such Party or its Affiliates for, or in collaboration with, suchThird Party(ies ) or their Affiliates ; ( b ) consideration received by such Party and/or its Affiliates from such Third Party(ies ) ortheir Affiliates as the purchase price for such Party ’s or any of its Affiliates ’ debt or equity securities, except that considerationthat exceeds the fair market value of such debt or equity securities shall not be so excluded ; and ( c ) consideration paid bysuch Third Party(ies ) to such Party or its Affiliates to purchase such Product(s ) ( provided, however, that any considerationgreater than the applicable Cost of Goods Sold shall not be so excluded )