definiens: means all consideration, in whatever form, due from a Sublicensee in returnfor the grant of a sublicense of Licensee ’s rights hereunder, excluding consideration in the form of : ( i ) royaltiesreceived by Licensee and calculated wholly as a function of sales of Licensed Products or Licensed Services, ( ii)payments or reimbursement for documented sponsored research and/or development activities, valued at the actualdirect cost of such activities on a fully burdened basis ( including reasonable margin for overhead ), ( iii ) payment orreimbursement of reasonable patent expenses actually incurred or paid by Licensee and not otherwise reimbursed, orpayment of patent expenses required to by paid by Licensee hereunder, ( iv ) payments for the purchase of equity inLicensee at the fair market value of such equity, ( v ) payments recognized as Sublicensee Net Sales under thisAgreement for which a royalty is payable to COH, and ( vi ) payments received in connection with an arms - length saleof Licensed Products in finished dosage form to a commercial distributor of pharmaceutical products for distribution ofsuch Licensed Products to end users ; provided, that, the royalty due under this Agreement is paid with respect toLicensee Net Sales or Sublicensee Net Sales, as applicable, of such Licensed Products . By way of clarification, theprincipal amount of any loan or other extension of credit provided to Licensee or an Affiliate of Licensee in connectionwith the grant of a sublicense by Licensee that is other than an arm’s - length credit relationship shall be deemed toconstitute 1.25 means the entire world