definiens: means all cash payments plus the fair market valu e of all other consideration of any kind, received by Company and its Affiliates from n on - Affiliate sublicensees for sublicenses granted u nder the License by Company and its Affiliates, other than ( i ) royalties paid to Company or any Affiliate by su ch a sublicensee based upon Sales or Net Sales by such s ublicensee ( and, in sublicensing arrangements in wh ich a profit - sharing structure is used to compensate Comp any or Affiliate, other than profit - sharing amounts paid to Company or Affiliate ), ( ii ) payments made to Compan y or any Affiliate in consideration for the issuanc e of equity or debt securities of Company or such Affili ate, provided, that if an equity or debt investment is made in Company or such Affiliate in connection with such a sublicense agreement, any premium paid over the fa ir market value for such equity or debt securities wil l be treated as Sublicense Income hereunder ; ( iii ) amounts paid to Company or any Affiliate to fund the research an d / or development of Licensed Products and/or Other Licensed Products ; ( iv ) reimbursement of expenses r elating to prosecution, maintenance and/or defense of Penn Patent Rights under which such sublicenses are gran ted ; and ( v ) amounts paid to Company or any Affilia te, on a per detail fee, full - time equivalent funding or oth er fee - for - service basis that reasonably represents the value of such services, for conducting detailing activities with respect to Licensed Products and/or Other Lice nsed Products under a co - promotion or similar arrangemen t with such sublicensee