definiens: means consideration ( net of taxes and other custo mary deductions ) received from any Third Party sublicensee in consid eration for the sublicense of the Licensed Patents under a sublicense agreement, including the fair market v alue of any non - cash consideration, received by Wiz e ; provided that such payments are actual sublicense p ayments or amounts paid in lieu of royalty advances and are not included in Net Sales ; and, for the sak e of clarity, excluding ( i ) purchases of equity or debt of Wize or its Affiliates, including in connection wit h the acquisition or merger of, or sale of operatio ns by, Wize or its Affiliates, ( ii ) payments specifically committed under the terms of Wize ’s agreement with the permitted sublicensee for the research and developm ent of Licensed Products, ( iii ) other payments made by a sublicensee where Wize is obligated under the ter ms of the agreement with the permitted sublicensee to perform services or to provide goods in connection with such payment, ( iv ) payments actually received by Wize from Third Parties for costs related to genera l and administrative expenses, product and manufacturing development, co- development activities, clinical trials, or researc h and development activities, ( v ) payments to be us ed for the costs of procuring intellectual property rights from third parties other than the Licensed Patents which may be necessary for the development of Products, ( vi ) payment or reimbursement of expenses associated with the sale or transfer of any PRV or other regul atory rights with respect to Licensed Products, or ( vii ) milestone payments associated with the development or commercialization of Licensed Products by the Sublicensee, relating to the achievement of a devel opment event for which a milestone payment is payab le as provided herein