definiens: means the total gross proceeds received by Licensee from a Sublicensee that is not an Affiliate ora Joint Venture, including, without limitation, any Royalties, license fees, maintenance fees, and milestone payments, whetherconsisting of cash or any other form of consideration received by Licensee from such a Sublicensee . Notwithstanding theforegoing, Attributed Income shall not include proceeds reasonably and fairly attributable to bona fide ( i ) debt financing ; ( ii)equity ( and conditional equity, such as warrants, convertible debt and the like ) investments in Licensee, except to the extentthe payment for such equity exceeds its market value ; ( iii ) reimbursements of patent prosecution and maintenance expenses;(iv ) reimbursement of manufacturing costs incurred by Licensee with respect to any cell line covered under the Regents ' PatentRights on behalf of any Sublicensee ; ( v ) reimbursement for the cost of research and/or development services provided on thebasis of full - time equivalent ( ) efforts of personnel at or below Licensee 's standard FTE rates, and ( vi ) reimbursements ofany associated supplies, equipment, travel and other out - of - pocket expenses actually incurred by Licensee in connection withresearch and/or development services provided by such personnel