definiens: means any and all royalties and all upfront, event andperformance milestone payments and other payments received by [COMPANY] from anySublicensee pursuant to any Sublicense in connection with the sale of Products anywhere in theworld ; it being understood and agreed that specifically excludes thefollowing payments : ( a ) funding or reimbursement for research activities performed byTopoTarget after the effective date of the respective Sublicense ; ( b ) payments or reimbursementsfor materials made for or transferred to a Sublicensee after the effective date of the respectiveSublicense ; ( c ) payments or reimbursements for other expenses incurred by [COMPANY] onbehalf of and for the benefit of a Sublicensee after the effective date of the respective sublicense;(d ) reimbursement for [COMPANY] 's patent prosecution expenses incurred before or after theeffective date of the Sublicense ; ( e ) payments for any debt or equity securities or loaninstruments ofTopoTarget ( based upon then - prevailing capital markets circumstances ) ; and ( f)payments or reimbursements for the cost of clinical trials conducted by [COMPANY] on behalf ofSublicensee after the effective date of the Sublicense, in each of cases ( a ) through ( f ) above onlyto the extent such payments or reimbursements do not exceed the fair market value of theapplicable materials, services or instruments with respect to which such payments orreimbursements were made