definiens: means all amounts r eceived by the Opt - In Party or its Affiliates with respect to any sublicense granted to a Third Party by the Opt - In Party or its Affiliates of the Regulu s IP or Licensed IP licensed to the Opt - In Party under Section 5.6(a ), including, without limitation, upfront payments and milestones, but excluding : ( a ) amounts received by the Opt - In Party or its Affiliates as payments for actual direct costs for performing future Development, Manufactur ing or Commercialization activities undertaken by t he Opt - In Party or its Affiliates for, or in collaboration with, such Sublicensee or its Affiliates with resp ect to the relevant Opt - In Products ; ( b ) amounts received by the Opt - In Party and/or its Affiliates from such Sublicensee or its Affiliates as the purchase price for the Opt - In Par ty ’s or any of its Affiliates ’ 10 debt or equity securities, except that amounts which exceed the fair market value of such debt or equity securities will be considered Sublicense Income ; ( c ) royalties paid by such Sublicensee or its Affiliates with respect to Net Sales of Royalt y - Bearing Products ; and ( d ) amounts paid by such Sublicensee or i ts Affiliates to the Opt - In Party or its Affiliates to purchase Royalty - Bearing Products ; except that any amount greater than the actual cost of go ods ( with no profit added ) of such Royalty - Bearing Products, determined in accordance with GAAP, will be considered Sublic ense Income