definiens: means any cash consideration, or the cash equivalent value of non - cashconsideration, regardless of whether in the form of upfront payments, milestones, or royalties, actually received byHistogenics or its Affiliate from a Third Party in consideration for a grant of a sublicense under the [COMPANY] IP for anyrights to develop or Commercialize Collaboration Products, but excluding : ( a ) any amounts paid as bona fidereimbursement for research and development costs to the extent incurred following such grant ; ( b ) bona fide loans orany payments in consideration for a grant of equity of [COMPANY] to the extent that such consideration is equal to orless than fair market value ( i.e. any amounts in excess of fair market value shall be Sublicensing Revenue ) ; ( c ) anyamounts paid by [COMPANY] to a Third Party for the right to operate under or utilize Third Party owned intellectualproperty that is used to make or use a Collaboration Product underlying the Sublicensing Revenue, ( d ) subject to thewaiver provisions of Section 5.3(c ), any payments received by [COMPANY] from permitted sublicensees for theachievement of a Commercialization Milestone Event that is the same as ( or substantially similar to ) aCommercialization Milestone Event for which [COMPANY] is entitled to receive a milestone payment under Section 5.3(a),and ( e ) amounts received from sublicensees in respect of any [COMPANY] Product sales that are included in NetSales and for which [COMPANY] receives revenue sharing payments under Section 5.2(a ) . For clarity, SublicensingRevenue includes milestone payments for [COMPANY] Products received by [COMPANY] from a sublicensee ofHistogenics ( including a Product Sublicensee ) for ( i ) the achievement by the [COMPANY] sublicensee of anymilestone event that is not the same as, or substantially similar to, a Commercialization Milestone Event, ( ii ) theachievement by the [COMPANY] sublicensee of the second or subsequent occurrence of the same ( or substantiallysimilar ) Commercialization Milestone Event, irrespective of whether the first occurrence of the CommercializationMilestone Event in question was achieved by [COMPANY], or its Affiliate or a sublicensee, and ( iii ) the achievementby a permitted sublicensee of [COMPANY] of the first occurrence of the same ( or substantially similar)Commercialization Milestone Event where [COMPANY] elects to share such milestone payment as Sublicensing Revenuein accord with Section 5.3(c )