definiens: means any gross revenue received as lump sum payment(s ), inwhatever form, including but not limited to up - front payments, option fees, milestone payments and the like, received by LICENSEE or its AFFILIATE from a SUBLICENSEE in bona fide arms ’ length transactions whichpayments : ( i ) are solely attributable to the grant by LICENSEE or its AFFILIATE to such SUBLICENSEE of asublicense under the REGENTS ’ PATENT RIGHTS, ( ii ) are not payments for license rights to any technologyand / or intellectual property rights other than REGENTS ’ PATENT RIGHTS, ( iii ) are not included in nor creditableagainst royalties payable to the LICENSEE or its AFFILIATES on the sale of LICENSED PRODUCTS orperformance of LICENSED SERVICES by the SUBLICENSEE ; and ( iv ) do not include amounts which constitutepayment or reimbursement of genuine research, development and/or manufacturing costs incurred by LICENSEE orits AFFILIATES ( including but not limited to expenses for reagents, materials, equipment, salaries, testing, clinicaltrials, insurance and any overhead reasonably attributable to such research, development or manufacture )