definiens: . Sublicense Income means all amounts received by ACHILLION and/or its Mfiliates from sublicensees in consideration for sublicenses under the license granted by UMBC to ACHILLION in Section 3.1 of rights to Develop and Commercialize Licensed Products, less actual, reasonable third - party costs incurred by ACHILLION in negotiating and entering into such sublicenses, excluding : ( a ) royalties received by ACHILLION and/or its Mfiliates from sublicensees in respect of sales of Licensed Products by such sublicensees ; ( b ) amounts received by ACHILLION and/or its Mfiliates from such Third Parties at the fair market value purchase price for ACHILLION 's and/or its Affiliates ' debt or equity securities ; and ( c ) amounts received by ACHILLION and/or its Affiliates for future research and development activities undertaken for, or in collaboration with, such sublicensees provided such development activities are detailed in a written research and development plan and corresponding budget