definiens: means any cash consideration, or the cash equival ent value of non - cash consideration, regardless of whether in the form of upfront payments, milestones, or royalties, actual ly received by Synthetic or its Affiliate from a Third Party in consideration for a grant of a sublicense under th e [COMPANY] IP or any rights to develop or commercialize Synthetic Products, but excluding : ( a ) any amounts paid as b ona fide reimbursement for research and development costs to the extent incurred following such grant ; ( b ) bona fide loans or any payments in consideration for a grant of equity of Synthetic to the extent that such cons ideration is equal to or less than fair market value ( i.e. any a mounts in excess of fair market value shall be Subl icensing Revenue ) ; and ( d ) amounts received from sublicensee s in respect of any Synthetic Product sales that ar e included in Net Sales