definiens: shall mean payments ( or equity received in lieu o f a cash payment ) received by MEI or any of its Affiliates in connection with an Outlicensing Transaction, including any upfront payments, license maintenance fees, milestone payme nts or the like, as well as amounts received by MEI or any of its Affiliates based on sales of Products ( including earned royalties, profit sharing paymen ts and the like ) ; provided, that do es not include : ( a ) amounts received as reimburseme nt of, or payment for, internal costs and/or Out - of - Po cket Expenses, in each case, to the extent document ed and actually incurred by MEI in Developing Compound and/or Product following entry into the Outlicensing Transaction, including costs of patent filing, prosecution, maintenance, enforcement, and /or defense, and costs incurred in performing of Develo pment ( including manufacturing process development ) of the Compound and/or Product and/or other service s provided by MEI to the counterparty to such Outlicensing Transaction as well as paym ents actually made by MEI to a Third Party under an y Third Party Licenses ( as defined below ) ; ( b ) bona fide loans, t o the extent unforgivable ; ( c ) amounts paid for sup plies of Compound and/or Product following entry into the Outlicensing Transaction, to the extent not in exc ess of MEI ’s costs to manufacture or obtain such suppli es, as applicable ; and ( d ) amounts received for sha res of MEI stock or debt ( including rights to acquire M EI shares, such as warrants, convertible debt and t he like ) to the extent the amount paid for such MEI st ock or debt is not in excess of market value at the time such stock or debt is actually acquired . For the av oidance of doubt, any amounts paid in consideration for the sale of all or substantially all of the busines s or assets of MEI or any of its Affiliates ( whethe r by merger, sale of 7 A request for confidential treatment has been made with respect to portions of the following document that are marked with [ * CONFIDENTIAL * ] . The redacted portions have been filed separately with the SEC