definiens: shall mean the gross amount actually received by either [COMPANY] or its Affiliates in consideration for sublicenses of any of the rights under the HAP -1 Patent granted hereunder, including up -front fees, lump sum payments and any running royalties ( on a product -by - product and country -by - country basis ), without deduction of any kind, but excluding the following, in relation to which no payments sh all be due to CUTS : ( a ) Payments received by either [COMPANY] or its Affiliates solely for performance of research and development, including but not limited to milestone payments for achievement of objectives in research and development, only to th e extent that such payments ( i ) cover the actual cost of the research and development work ; ( ii ) cover the amounts of the milestone payments due under Paragraph 5.5 hereof ; or, ( iii ) are directly related to development of products that would be covered by this Agreement ; ( b ) Investments made by a sublicensee in either [COMPANY] or its Affiliates ; ( c ) Payments made to either [COMPANY] or its Affiliates solely to the extent that they cover the actual costs of conducting testing and other activit ies in connection with obtaining regulatory approval for a Product ; ( d ) Reimbursed expenses of either [COMPANY] or its Affiliates