definiens: means consideration of any kind received by Licensee or its Affiliates from a third partyin connection with the grant of an option for future rights, a license or other rights or immunities under or to anyclaim ( whether pending or issued ) of any Licensed Patent or for rights to future revenue attributable to anyLicensed Patent ( e.g., such as upfront fees and milestone payments including success payments for researchand development relating to the Licensed Products ) ; provided, however, Other Consideration does not includeconsideration of any kind received for ( i ) equity ( at fair market value ) of Licensee ; ( ii ) amounts loaned toLicensee or any of its [ * * * ] . Further, Other Consideration does not include any amounts received by Licensee orany of its Affiliates as bona fide running royalties on Net Sales of Licensed Products or Licensed Services orpayments for sales of units of Licensed Product ( which sales are accounted for as Net Sales and subject toroyalty payments to Licensor ) or the performance of any Licensed Services . To the extent that rights other thanthe Licensed Patents are sublicensed together with the Licensed Patents, the Other Consideration allocated tothe Licensed Patents shall be fairly determined by Licensee in good faith taking into account the relative valueof the Licensed Patents and such other rights, and Licensee shall disclose in writing its calculation andmethodology to Licensor