definiens: means all consideration received by Licensee or its Affiliate ( net of any t ax or similar withholding obligations imposed by any t ax or other government authority that are not reaso nably recoverable by Licensee ) from any Third Party from the grant of a Sublicense to such Third Party by Li censee in the applicable transaction or series of transaction s, including, but not limited to, any initial subli censing fees, option fees, milestone payments ( including but not limited to payments received for achieving preclinical, cl inical, regulatory, developmental, scale up, sales, or any other milestone ), or running royalty payments, but excluding ( a ) running royalty payments due to NCSU under Article 3.04, ( b ) purchases of equity or debt of Licensee a t the fair market value of such equity, ( c ) payments for resea rch and development to specifically further the commercialization of any Licensed Products and Lice nsed Services, and ( d ) amounts identified and paid for in the Sublicense specifically for the reimbursement of re asonable out of pocket patent prosecution and maint enance costs for the Patent Rights