definiens: means any consid eration or payment, in any form, received by Napo or any of its Affiliates or any sh areholder of Napo or any of its Affiliates ( a ) from any Third Party to whom Napo or any of its Aff iliates, directly or indirectly, grants a license, sublicense, or partners with ( e.g ., via a collaboration, joint venture or similar ar rangement ) in respect of, or sells or otherwise transfers ( including, for clarity, by transfer of o wnership or economic interests ), any of the Transfe rred Assets, any of Napo ’s rights under this Agreement, or any r ight to develop, have developed, make, have made, u se, offer for sale, sell, have sold, distribute, import or ex port the Licensed Compound or Licensed Products, in each case to the extent the same are fairly attributable to t he Transferred Assets or such rights, including ( to the extent the same are fairly attributable to the Transferred Ass ets or such rights ) the following : ( a ) any upfront payment, development, regulatory, comme rcialization or other milestone or deferred payment, royalty, profit share, sales p roceeds, license maintenance fee, or the like ; ( b ) all payments for the supply of products or componen ts or ingredients thereof or other product production materials by or on behalf of a N apo Entity to such Third Party that are in excess o f the Napo Entity ’s COGS for such products, components, ingred ients, or materials ; ( c ) all payments for the reimbursement of research and development costs incurred by a Napo Entity that are in excess of the Napo Entity ’s costs to perform such research and development, ca lculated based on an FTE rate of $ 250,000 per FTE ( the equiv alent of a full - time employee or consultant perform ing such activities, measured on the basis of eighteen hundr ed ( 1800 ) hours per year ) plus out - of - pocket expens es for materials and subcontractors to perform any such re search and development activities ; 11 ( d ) the fair market value ( such fair market value to be determined by agreement of Napo and [COMPANY] or by an independent appraiser mutually a greeable to Napo and [COMPANY] or, if the Parties are u nable to agree on an independent appraiser, then pursuant to the dispute resolution provisions set out in ARTIC LE VIII ) of any equity securities of a Third Party issued to a Napo Entity that exceeds any amount paid by the Napo Entity for such securities ; ( e ) the amount by which any amount paid by a Third Part y to a Napo Entity for equity securities issued or transferred to such Third Part y exceeds the fair market value ( such fair market v alue to be determined by agreement of Napo and [COMPANY] or by an independent appraiser mutually agreeable to Napo an d [COMPANY] or, if the Parties are unable to agree on an independent appraiser, then pursuant to the dispute resolution provisions set out in ARTICLE VIII ) of such equity securities ; and ( f ) amounts payable to any Napo Entity in connection wi th a noncompetition agreement or any employment, consulting, licensing, supply, o r other agreement, to the extent that such amounts payable are greater than what would customarily be paid on an arm’s - length basis to an employee, consultant, l icensee, or supplier, or the like ; provided, that the following shall be excluded from Napo Third Party Product Revenue : ( a ) consideration received from a licensee, sublicensee, partner ( e.g., via a collaboration, joint venture or similar arrangement ), or purchaser resulting from any sales of a Licensed Product tha t occur outside the Product Revenue Territory for such Lice nsed Product ; and ( b ) reimbursement for patent prosecution and/or mainten ance expenses related directly to the Licensed Compound or Licensed Products to cover Napo ’s or its Affiliates ’ actual, out - of - pocket ex penses for same