definiens: means all consideration, in whatever form, due from a Sublicensee inreturn for 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, and ( v ) payments recognized as Net Sales under this Agreement forwhich a royalty is payable to COH . By way of clarification, the principal amount of any loan or other extension ofcredit provided to Licensee or an Affiliate of Licensee in connection with the grant of a sublicense by Licensee that isother than an arm’s - length credit relationship shall be deemed to constitute 1.37 means the entire world