definiens: means, as to a Party, ( i ) all cash payments, the cash amounts received byAmbrx for any equity consideration ( less the fair market value of such equity consideration ), the cashamounts received by Institute for funding of its activities and forgivable loans ( to the extent actuallyforgiven ), in each case, received by a Party or its Affiliates in consideration for a Sublicense, including anyupfront payments, license maintenance fees, milestone payments, royalties or the like and ( ii ) Sublicenseeequity received by a Party or its Affiliates in consideration for a Sublicense ( to the extent Page 5 transferable, provided that to the extent such equity is not transferable, such equity will be transferred to theother Party at the time it becomes transferable ) less ( iii ) any license or intellectual property payments orfees owed or paid by a Party to Third Parties for the intellectual property rights relating to research, development or commercialization of a Licensed Product ( including pursuant to the applicable ApprovedResearch Plan under the applicable Collaboration Research Project ), including, without limitation, pursuant toany Third Party in - license agreement . Net Sublicense Revenue excludes : ( a ) amounts paid by suchSublicensee as bona fide reimbursement for, or payment of, research and development costs ; ( b ) bona fide, non - forgivable loans ( and forgivable loans unless and until forgiven ) ; ( c ) amounts paid by such Sublicenseefor the supply to such Sublicensee of Licensed Products or other tangible materials, or that are otherwisepaid in reimbursement of costs or expenditures on behalf of such Sublicensee, whether incurred before orafter the date of the Sublicense ; and ( d ) withholding taxes or other amounts actually withheld from theamounts received by a Party . It is understood that Net Sublicense Revenue shall not include amountsreceived in connection with a merger, consolidation or sale of all or substantially all of the business orassets of [COMPANY] ( including the business or assets of [COMPANY] to which this Agreement relates )