definiens: means all consideration received by Company or it s Affiliates from a Sublicensee in consideration of the grant of a Subl icense of the rights granted to Company under Secti on 2.1 hereunder . Sublicense Income shall include any lice nse fees, milestone or option payments, license mai ntenance fees and other payments . Sublicense Income shall sp ecifically exclude : ( i ) royalties on net sales of L icensed Products, ( ii ) future research support payments, ( i ii ) the fair market value of amounts received as pa yment of equity or debt securities of Company, ( iv ) reimburs ement for patent expenses at their out - of - pocket co sts, ( v ) manufacturing costs, and ( vi ) FTE Costs . In the event that non - cash consideration is received as S ublicense Income, Sublicense Income shall be calculated based on the fair market value of such non - cash consider ation at the time of the transaction