definiens: means any payment recei ved by Licensee or any of its Affiliates from any Sublicensee to the extent attributable to the Subli cense granted by Licensee to such Sublicensee under the Patent Rights with respect to a Licensed Product ( which, w ith respect to non - cash consideration, shall be val ued at Fair Market Value as of the date of receipt ), excluding ( a ) funding or reimbursement for internal or out - of -pocket costs for filing, prosecution, maintenance, enforce ment or defense of any Patent Rights ; ( b ) amounts r eceived for development activities directly related to Licensed Products ; ( c ) the portion of amounts received by L icensee or any of its Affiliates for manufacturing or commerci alization activities directly related to Licensed P roducts up to Licensee ’s or any of its Affiliate ’s fully - burdened internal costs or actual out - of - pocket costs with respect to such activities ( and, for clarity, the portion of any su ch amounts received that are above such costs shall be considered Sublicensing Revenue ) ; ( d ) the portion of any amoun ts received by Licensee or any of its Affiliates fo r the sale or transfer of any equity of Licensee or any of its Affiliates to a Sublicensee or any of its Affiliat es up to the Fair Market Value of such equity ( and, for clarity, the portion of any such amounts received that are above such Fair Market Value shall be considered Sublicensing Reven ue ) ; ( e ) the portion of the value of, or portion of amount received for, any debt security issued by Licensee or any of its Affiliates to a Sublicensee or other loan made to Licensee or any of its Affiliates by a Sublicensee in an arms ’ length debt financing up to the Fair Ma rket Value of such security or loan ( and, for clarity, the por tion of any such amounts received that are above su ch Fair Market Value shall be considered Sublicensing Reven ue ) ; ( f ) any royalties received by Licensee or any of its Affiliates from a Sublicensee ; and ( g ) the portion of any milestone or other payment received by Licen see or any of its Affiliates from a Sublicensee that is actual ly paid to Licensor . For clarity, to the extent tha t Licensee or any of its Affiliates sublicenses rights to a Sublicens ee under the Patent Rights and the Know - how, and al so licenses or sublicenses rights to such Sublicensee under any other intellectual property rights, Licensee, in c onsultation with Licensor, will in good faith allocate the rele vant consideration received from such Sublicensee t o reflect the value of the Patent Rights and the Know - how to the overall transaction value