definiens: shall mean all consideration received by Licensee and Affiliates from third parties for the manufacture, sale, commercialization, and/or sublicensing of the Licensed Patent Rights, the Technology and the Sublicensed Technology . Gross Compensation shall include : ( a ) all payments received by Licensee and/or Affiliates as upfront payments, license fees, milestone payments, royalties, rentals, user fees or other sums received for the manufacturing, sales, commercialization and/or sublicensing of the Technology, and/or the Sublicensed Technology ; for further clarification, Gross Compensation does -2 - USIDOCS 1813168v3 not include other sums received for solely sponsoring research or development, or as a bona fide equity or debt investment in Licensee or any of its Affiliates ; and ( b ) all non - cash compensation received by Licensee and/or Affiliates such as stock, partnership interests, or other equity interests in a business entity when such equity interest is received by Licensee or Affiliates in return for the manufacturing, sales, commercialization and/or sublicensing of the Technology and/or the Sublicensed Technology