definiens: shall mean, with respect to any Product, the aggregate consideration received by Tracon or any of its Affiliates in connection with an agreement under which Tracon grants a sublicense under any of the rights granted to Tracon under this Agreement to a Third Party ( including upfront fees, annual license fees and milestone payments ), but excluding amounts received by Tracon or any of its Affiliates ( i ) as ~ oyalties fOf ' sales of such Product by such sublicensee payable as Net SaleDmder this Agreement or the - 5 -under the Cell - Matrix In - Licenses, ( ii ) to ftFn < ilor!ieimburse Tracon 's actual cost incurre ~ after the execution of such sublicense, ~f research, development or similar services, or establishment of a direct sales forcg for such Product ; ( iii)[}'n reimbursement of patent or other out - of - pocket expense ~ relating to such Product ; or ( iv ) in consideration for theu;ale, issuance or exchange of any debt ( to the extent not forgiven ) or equity securities ofTracon ( for which fair market value is paidBin a transaction not made in connection with a Sublicense Agreement . In the case of any @on - cash consideration received by Tracon from such sublicensee in consideration for granting such sublicense, shall be the fair market value of such non - cash considerati0!1 as shall be mutually at,'l'eed by the patiies, 1 A5 shall mean that the applicable Phase I Clinical Trial has shown a safe and tolerable dose and that the Product had a side effect profile that does not adversely affect the applicable Product 's eligibility to enter the next phase clinical trial or, if applicable, to be subject to a BLA