definiens: means all cash payments plus the fair market value of allother consideration of any kind, received by Company and its Affiliates from non - Affiliate sublicensees forsublicenses granted under the Penn Patent Rights by Company and its Affiliates, other than ( i ) royalties paid toCompany or any Affiliate by such a sublicensee based upon Sales or Net Sales by such sublicensee ( and, insublicensing arrangements in which a profit - sharing structure is used to compensate Company or Affiliate, other thanprofit - sharing amounts paid to Company or Affiliate ), ( ii ) payments made to Company or any Affiliate in considerationfor the issuance of equity or debt securities of Company or such Affiliate, provided, that if an equity or debtinvestment is made in Company or such Affiliate in connection with such a sublicense agreement, any premium paidover the fair market value for such equity or debt securities will be treated as Sublicense Income hereunder;(iii ) amounts paid to Company or any Affiliate to fund the research and/or development of Licensed Products and / orOther Licensed Products ; ( iv ) reimbursement of expenses relating to prosecution, maintenance and/or defense ofPenn Patent Rights under which such sublicenses are granted ; and ( v ) amounts paid to Company or any Affiliate, ona per detail full - time equivalent funding or other fee - for - service basis that reasonably represents the value of suchservices, for conducting detailing activities with respect to Licensed Products and/or Other Licensed Products under aco - promotion or similar arrangement with such sublicensee