definiens: means consideration ( whether cash or any other ty pe of consideration ) received by Licensee or Sublicensee in consideration for a Subl icense ( as defined below in Section 3.1 ) . Sublicens ing Income includes consideration received from Sublice nsees in consideration for a Sublicense in the form of license issue fees and milestone payments, but spec ifically excludes royalties on the sale or distribu tion of Licensed Produc ts ( solely to the extent such royalties are account ed for in the amounts paid to The Regents pursuant to Section 5.1 ) . Not included in the defin ition of Sublicensing Income is [ * * * ] . In addition, to the extent that a payment is made under a sublicense ag reement that grants both a sublicense under the Regents ’ Patent Rights and a license or sublicense under intellectual property rights, products, servi ces, methods or materials not licensed to Licensee under this Agreement, then a pro rata portion of such payment will be considered Sublicensing Income whic h pro rata portion will be calculated jointly by th e parties upon request by Licensee based on the relat i ve value of the Regents ’ Patent Rights as compared to the other intellectual property rights and material licensed or sublicensed by Licensee under such sublicense agreement in consideration for which suc h payment was made . Licensee will provide The Regents with written justification for a proposed c alculation of the Sublicensing Income and the parti es will discuss such calculation in good faith