definiens: shall mean any payments or other consideration that Licensee or any of itsAffiliates receives in connection with a Sublicense, other than royalties based on sales, leases or other transfers of LicensedProducts by a Sublicensee . In the event that Licensee or an Affiliate of Licensee receives non - monetary consideration inconnection with a Sublicense or in the case of transactions not at arm ’s length, Non - Royalty Sublicense Income shall becalculated based on the fair market value of such consideration or transaction, assuming an arm ’s length transaction made inthe ordinary course of business . Non - Royalty Sublicense Income shall not include payments specifically committed to coverfuture costs to be actually incurred by Licensee or any of its Affiliates ( including customary overhead ) in the performance ofresearch and development activities to be performed by Licensee or any of its Affiliates in connection with a Licensed Productor a product expected to become a Licensed Product