definiens: shall mean the total consideration, in any form ( i ncluding, but not limited to, license signing fees, maintenance fees, milestone and minim um payments, whether or not such fees and payments are creditable against future royalties to be paid to Licensee, research and development fund s other than Contract Research, and just that portion of the funds received for equity purchases of Licensee which exceeds the fair market value of the equity ), but excluding royalties based on Net Sale s of Sublicensees, that is received by Licensee from a Sublicensee in connection with the grant to said Sublicensee of rights under the Agreement Patents . For any non - cash consideration received as Net Proceeds, the parties will determine the present da y value of such consideration and that value shall be added to Net Proceeds in place of the non - cash cons ideration . If the parties are unable to agree on su ch value, then the parties shall appoint and share the cost of an independent third party to determine th e present day value of such consideration, which dete rmination shall be binding, and that value shall be added to Net Proceeds in place of the non - cash cons ideration . Notwithstanding anything to the contrary contained herein, Net Proceeds does not include ( i ) Contract Research and ( ii ) loans to Licensee and i ts Affiliates by a Sublicensee relating to the Agreeme nt Patents, except to the extent the interest charg ed for such loan is less than the fair market value ( i n which case only such difference between the payment due at fair market value and the payment made by Li censee shall constitute Net Proceeds ) or to the extent that the principal of a loan is forgiven ( in which case only such forgiven amount shall constit ute Net Proceeds )