definiens: shall mean any payments or other consideration that Licensee or any of itsAffiliates receives ( subject to permitted exclusions as set forth below ) other than amounts received on account ofNet Sales ( i.e., excluding royalty or 7 profit share amounts based on Net Sales ) in consideration of a sublicense under this Agreement ( including any feesor consideration for the grant of an option to obtain a sublicense ), including without limitation license fees, milestone payments and license maintenance fees, but specifically excluding : ( a ) payments specifically committedto cover costs to be actually incurred by Licensee ( including equipment purchases, manufacturing costs, and full - time equivalent personnel actually provided by Licensee or its Affiliates ) in the research and development andcommercialization of Licensed Products which are the subject matter of the sublicense under this Agreement,(b ) reimbursement of payments paid by Licensee for payments under Article IV Royalties, Milestones, Equity andOther Payments hereunder, ( c ) loans or other debt obligations ( any amounts of which are forgiven shall be deemedNon - Royalty Sublicensing Income ), ( d ) amounts received from any third party for the purchase of equity at fairmarket value ( where any amounts paid in excess of fair market value shall be deemed Non - Royalty SublicensingIncome ), and ( e ) payments to reimburse future out - of - pocket patent prosecution, defense, enforcement costs andmaintenance and/or other related expenses up to the amount of the actual cost incurred by Licensee in connectionwith the Patent Rights contractually committed by Sublicensee . To the extent that rights or obligations other thanthe Patent Rights are sublicensed by Licensee and/or its Affiliates, any income received will be equitablyapportioned between those Patent Rights and those other rights and obligations for purposes of calculating theamounts owed CMCC pursuant to Non - Royalty Sublicensing Income . The parties shall determine the apportionmentin good - faith negotiations, and Licensee shall provide reasonable documentation to CMCC in support of suchapportionment . In the event CMCC disagrees with the determination made by Licensee, CMCC shall so notifyLicensee within thirty ( 30 ) days of receipt of Licensee ’s report and the parties shall meet to discuss and resolve suchdisagreement in good faith