definiens: means the cash consideration amounts received by Stowe or its Affiliate from an Exclusive Sublicense e in consideration for the grant of an exclusive su blicense described in the first sentence of Section 4.7 ; pro vided, however, that Non - Royalty Sublicense Income excludes amounts received : ( a ) as bona fide reimbursement ( i ) for out of pocket costs incurred to prosecute and maintain the Licensed IP Rights or ( ii ) for fully - burdened c osts incurred that are attributable to the research and/or development of the subject matter of the Licensed I P Rights and/or Products ; ( b ) as bona fide loans ( u nless forgiven ) ; ( c ) for securities sold to the Exclusive Sublicensee at fair market value ; and ( d ) as runni ng royalties ( including any amounts paid based upon sales or pro fits from the sales of Product ) . To the extent that Non - Royalty Sublicense Income represents an unallocated combine d payment for both a sublicense of Licensed IP Righ ts as well as other intellectual property, undertakings o r subject matter, for purposes of calculating payme nts due to TGV, Non- Royalty Sublicense Income shall be reason ably allocated by mutual written agreement of the p arties between the Licensed IP Rights and such other intel lectual property, undertakings or subject matter, b ased on their relative value