definiens: shall mean any payments or other consideration that Licensee or an Affiliatereceives, other than amounts received on account of Net Sales, in consideration of the sublicense or other grant of rights withrespect to some or all of the rights granted to Licensee under Section 5.1, or the grant of an option to obtain a sublicense orsuch other rights, including without limitation license fees, milestone payments, license maintenance fees and reimbursementfor research and development expenses, but excluding payments specifically committed to cover development costs to beactually incurred by Licensee in the development of Licensed Products under, and in accordance with detailed budgets andworkplans included in, sublicense agreements with Sublicensees . In the event that Licensee or an Affiliate of Licenseereceives non - monetary consideration for any such sublicense or other grant of rights or in the case of transactions not at arm’slength, Sublicense Receipts shall be calculated based on the fair market value of such consideration or transaction, assumingan arm ’s length transaction made in the ordinary course of business . For the avoidance of doubt, shallnot include payments made in consideration for the issuance of equity or debt securities of the Licensee at fair market valueand not as direct or indirect consideration ( in whole or in part ) for the sublicense, or the grant of an option to obtain asublicense, of some or all of the rights granted Licensee under Section 5.1