definiens: means all cash payments and other consideration r eceived by a Party for a grant a Sublicense to a Sublicensee, including without limitation, up- front payments, milestone payments, Premium on Equi ty, and running royalties, less any applicable withholding taxes an d any other amounts credited or deducted against th e amounts actually received by the Party, unless and until the Party r ecoups such taxes or charges through a credit again st taxes due or against other cash payments that the Party otherwise would be required to make . The Party negotiating the Subl icense agreement shall have the right to deduct from the Net Proceeds rece ived from such agreement the out - of - pocket costs in curred by such Party in negotiating such license agreement . Net Proceeds sh all not include any amounts received by a Party ( a ) for the funding of research and development activities relating to a t he Product at reasonable and customary rates ( inclu ding, for the avoidance of doubt, periodic reimbursements, in arrears, for res earch and development activities undertaken after e xecution of the applicable Sublicense ), ( b ) for the supply of a the Product at a reasonable and customary transfer price, ( c ) in the form of loans at reasonable and customary rates of interest, and ( d ) as payment for equity, other than Premium on Equit y. For the avoidance of doubt, the performance of Development or Commercial ization activities, or associated manufacturing, by a Sublicensee or its Third Party contractors shall not, by itself, const itute to be included within t he definition of Net Proceeds . Any dispute between the Parties with resp ect to the determination of the value of any to be included within the definition of Net Proceeds shal l be determined pursuant to Section 18.2.1