definiens: shall mean, with respect to any Product, the aggregate cash payment ( orequity received in lieu of cash payments ) received by Surface or its Affiliates as consideration for the grant by Surface orits Affiliates to a Licensee of a license, immunity or other right under the Assigned Patent Rights to offer to sell, sell orotherwise commercialize such Product, excluding : ( a ) amounts calculated on the sales price of such Product, ( b ) debtfinancing ; ( c ) equity investments ( and conditional equity, such as warrants, convertible debt ) in Surface at market value ; ( d)reimbursements of patent prosecution costs and patent maintenance expenses ; ( e ) withholding taxes and other amountsactually withheld from or deducted against the amounts paid to such party ; ( f ) amounts received from Licensee forcommercial manufacturing of goods if sales of such goods are already subject to an earned royalty ; and ( g ) amountsreceived as payment or reimbursement for research, development and/or other services conducted by or for Licensee, including costs of materials, equipment, manufacturing services or clinical testing, e.g., provided on the basis of full - timeequivalent efforts of personnel at or below commercially reasonable and standard FTE rates and/or the reimbursement ofout - of - pocket expenses