definiens: means all payments received by LICENSEE pursuant to each Sublicense, including, without limitation, up - front fees, milestone payments, and license maintenance fees . Notwithstanding the foregoing, the following shall not be considered Sublicense Revenue : ( a ) Running royalties received by LICENSEE that are calculated as a percentage of Sublicensee ’s NetSales ; ( b ) Payments received by LICENSEE as reimbursement for actual, otherwise unreimbursed, out - of - pocket research and development expenses incurred after the date of the Sublicense ; ( c ) Payments made to Third Parties by a Sublicensee on LICENCEE ’S behalf for conducting clinicaltrials, filing new drug applications, commercially launching a product and/or marketing and selling aproduct, since these are not payments received by LICENSEE from a Sublicensee ; ( d ) consideration paid to Licensee in exchange for securities of Licensee up to the fair market value ofsuch securities ; and ( e ) In the event the Sublicensee of Licensed Product is granted in conjunction with a license of distincttechnology of Licensee that is not Licensed Product covered by the Licensed Patents ( ), amounts allocable to such Other Technology as reasonably established by Licenseeand the Sublicensee and set out in the Sublicense agreement . If no allocation to Other Technologyexists in the Sublicense, UTRF and LICENSEE agree to good faith negotiations to determine theexcluded amounts . In the event that, after [ * * * ] of good faith negotiations, no agreement exists on theamount to be excluded from Sublicense Revenue, the Parties agree that an independent arbitratorshall make the determination of allocation, which shall be final and unappealable