definiens: means any payments or other consideration that Lic ensee or any of its Affiliates receives in connection with a Sublicense or a Strategic Partnership, other than ( a ) royalti es based on Net Sales, ( b ) amounts received to cover future rea sonable, fully - burdened costs incurred by Licensee or its Affiliates in the performance of research and devel opment of Licensed Products after the Effective Dat e, ( c ) amounts received as reimbursement for out - of - po cket costs incurred by Licensee in the preparation, filing, prosecution and maintenance of the Patent Rights, o r ( d ) consideration for the issuance of equity or d ebt interests in Licensee to the extent the amount paid for such equity or debt does not exceed its fair market valu e ; provided, that, [ * * * ] . If Licensee or its Affiliate receives non - cash consideration in connection with a Sublice nse or Strategic Partnership or in the case of transaction s not at arm ’s length, Non - Royalty Income will be c alculated based on the fair market value of such consideratio n or transaction, at the time of the transaction, a ssuming an arm ’s length transaction made in the ordinary cours e of business . To the extent Licensee receives 4 CONFIDENTIAL TREATMENT REQUESTED