definiens: means all amounts received by [COMPANY] or any of its Affiliates to the extentattributable to a license or sublicense granted to a Third Party of any of the Assigned Patent Rights, Licensed PatentRights or Licensed Know - How ( such Third Party, a 7 ), including upfront payments, annual maintenance fees, milestone payments ( including fordevelopment, performance and sales milestones ) and earned royalties, but:(a ) amounts received by [COMPANY] or its Affiliates as payments for performing research, development ( otherthan development milestone payments referenced in the foregoing paragraph of this Section 1.54 ), manufacturing orcommercialization activities undertaken by [COMPANY] or any of its Affiliates for, or in collaboration with, suchSublicensee will be excluded ; provided, that such deduction to Sublicense Income is an amount no greater than thefully - burdened cost for [COMPANY] or its Affiliates in performing such activities and all out - of - pocket costs paid byCerulean or its Affiliates to Third Parties in connection with such activities;(b ) amounts received by [COMPANY] or its Affiliates from such Sublicensee as the purchase price forCerulean ’s or any of its Affiliates ’ debt or equity securities will be excluded ; provided, that, with respect to any suchsecurities which are publicly traded on any securities exchange or NASDAQ, such deduction to Sublicense Income isan amount no greater than the fair market value of such debt or equity securities;(c ) if such Sublicensee will also pay an earned royalty on its sale of a Licensed Product, then amounts paidby such Sublicensee to [COMPANY] or its Affiliates as a transfer price to purchase the relevant Licensed Product or anycomponent thereof will be excluded ; and(d ) if such Sublicensee will not also pay an earned royalty on its sale of a Licensed Product, then amountspaid by such Sublicensee to [COMPANY] or its Affiliates as a transfer price to purchase the relevant Licensed Product orany component thereof will be excluded, but only up to the actual cost of goods of such Licensed Product orcomponent ; provided, however, that, for the sake of clarity, any portion of such transfer price greater than the actualcost of goods shall not be so excluded