definiens: means any fees, royalties or other consideration received by BCV or its Affiliates from a Sublicensee in consideration for, or directly in connection with, the grant of a Sublicense pursuant to Section 2.2 or from the sale or other commercial disposition of Licensed Products to a Sublicensee ( other than the consideration described in clause ( b ) of the definition of ), including license fees, upfront payments, milestone payments, license -6 -maintenance fees and equity ; provided, that in the event that BCV receives non - monetary consideration for the grant of a Sublicense, Sublicense Income shall be calculated based on the fair market value of such consideration, assuming an arm 's length transaction made in the ordinary course of business ; and provided fmiher that Sublicense Income will be reduced by any amounts returned by BCV on account of refunds or rebates given in respect of Sublicense Income . Sublicense Income will not include ( a ) loaned or reimbursable amounts ( including research and patent expense reimbursements ), ( b ) payments for the supply of products or for research or other services provided by BCV ( after the effective date of Licensee 's sublicense agreement with such Sublicensee ), but only up to the fully loaded cost of goods ( calculated in accordance with GAAP ) of such goods or the fully loaded internal cost of such services, or ( c ) consideration for the purchase of an equity interest in BCV, but only up to the fair market value of such equity interest