definiens: means all cash payments and other consideration r eceived by [COMPANY] or one of its Affiliates for a grant of a Sublicense to a Sub licensee, including without limitation, up - front pa yments, milestone payments, Premium on Equity, but excludin g running royalties, less any applicable withholdin g taxes, unless and until [COMPANY] or its Affiliates reco up such taxes through a credit against taxes due . N et Proceeds shall not include any amounts received by Oncothyre on or its Affiliates ( A ) for the funding of researc h and development activities relating to a Product at rea sonable and customary rates ( including, for the avo idance of doubt, periodic reimbursements, in arrears, for res earch and development activities undertaken after e xecution of the applicable Sublicense ), ( B ) for the supply of P roduct at a reasonable and customary transfer price, ( C ) in the form of loans at reasonable and customary rates of interest, ( D ) as payment for equity, other than Pre mium on Equity, and ( E ) reimbursement of patent prosecution and maintenance expenses . For the avoidance of dou bt, the performance of development or commercialization act ivities, or associated manufacturing, by a Sublicen see or its Third Party contractors shall not, by itself, c onstitute to be included with in the definition of Net Proceeds . Any dispute between the Parties with respect to the determination of the v alue of any to be included within the def inition of Net Proceeds shall be determined pursuan t to Section 12.2.1