definiens: means any payments or other consideration that Mi crobot or any of its Affiliates receives in connection with and as consi deration for a Sublicense ( including, but not limit ed to, upfront payments, milestones and royalties on sales ), but s pecifically excluding : ( a ) reimbursement for out - of -pocket expenses incurred by Microbot with respect to Licen sed Patent Rights ( including amounts reimbursed und er Section 7.2 ) for which Microbot has not previously been reimbursed ; ( b ) amounts received from a Sublic ensee to cover reasonable, fully burdened, bona fide costs t o be incurred by Microbot or its Affiliate in the p erformance of research or development activities under a Sublicen se agreement in connection with a Licensed Product or a product expected to become a Licensed Product ; ( c ) equity investments in Microbot made at arm ’s length to the extent such investments represent fair market value taking into consideration reasonable premiums due to the strategic relationship ( amount above such fair mark et value will be deemed Sublicense Income ) ; and ( d ) amounts received, during a period of no more than 12 months following first payment on account of such amounts, from a Sublicensee that are ear - marked to cover reasonable, bona fide, fully - burdened costs to be incurred by Microbot or its Affiliate in the performance of market educa tion, marketing, clinical and/or other promotional activities relating to the sale of Licensed Products, as set f orth in budgets that are part of the Sublicense agr eement . In the event that Microbot or an Affiliate of Microbot rec eives non - cash consideration in connection with and as consideration for a Sublicense or in the case of tr ansactions not at arm ’s length, Sublicense Income s hall be calculated based on the fair market value of such c onsideration or transaction, at the time of the tra nsaction, assuming an arm ’s length transaction made in the or dinary course of business