definiens: shall mean any payments or other consideration that BioLine or an Affiliate of BioLine orany entity on their behalf ( excluding a Sublicensee ) received in connection with a Sublicense, or the grant of an option toobtain a Sublicense, including without limitation royalties, license fees, milestone payments, license maintenance feesand equity ; provided, however, that in the event that BioLine or an Affiliate of BioLine or any entity on their behalf(excluding a Sublicensee ) receives non - monetary consideration in connection with a Sublicense or the grant of an optionto obtain a Sublicense or in the case of transactions not at arm ’s length, Sublicense Receipts shall be calculated basedon the fair market value of such consideration or transaction, assuming an arm ’s length transaction made in the ordinarycourse of business ; and provided further, solely in the case of an arm ’s length transaction, that Sublicense Receipts willbe reduced by any amounts returned by BioLine or an Affiliate to a Sublicensee on account of refunds or rebates given inrespect of Sublicense Receipts