definiens: means all ( i ) cash upfront payments and ( ii ) mile stone payments to the extent allocable for a sublicense to the Licens ed Technology and payable for the Development or Commercialization of Licensed Products by the Subli censee that are paid to Neos by any Sublicensee to the extent in consideration for the grant of a Sublicen se, but excluding the following payments : ( a ) payments made in consideration for the issuance of equity or debt securities of Neos to the extent not exceeding the fair market value t hereof ; ( b ) amounts received in connection with a sale or Chang e of Control of Neos ; ( c ) that portion of payments for direct or fully burden ed expenses associated with research, development or manufacturing activities t o the extent not exceeding the fair market value fo r such research, development or manufacture ; ( d ) royalties, profit - share payments or other payments based on sales of Licensed Products by the Sublicensee ; ( e ) milestone payments associated with the Development or Commercialization of Licensed Products by the Sublicensee, relating to t he achievement of a development event for which a m ilestone payment is payable as provided in Section 8.2 below ( for clarity, as the milestone payments contemplat ed by Section 8.2 apply only to achievement of each speci fied development event by the first Licensed Produc t, milestone payments made by a Sublicensee in connect ion with achievement of such development event by a subsequent Licensed Product shall be included in Su blicensing Revenue ) ; ( f ) payment or reimbursement of reasonable patent expen ses actually incurred or paid by Neos and not otherwise reimbursed ; ( g ) payment or reimbursement of expenses associated wit h the sale or transfer of any priority review voucher or other regulatory rights with respect to Licensed Products ; and ( h ) payments for manufacture or supply of Licensed Prod ucts by or on behalf of, or for resale by, the Sublicensee, to the extent not excee ding the fair market value therefor