definiens: means all consideration, in whatever form, due fr om a Sublicensee in return for the grant of a sublicense of Licensee ’s rights hereunde r, excluding consideration in the form of : ( i ) paym ents or reimbursement for documented sponsored research and /or development activities, valued at the actual di rect cost of such activities on a fully burdened basis ( inclu ding reasonable margin for overhead ), ( ii ) payment or reimbursement of reasonable patent expenses actuall y incurred or paid by Licensee and not otherwise reimbursed, or payment of patent expenses required to by paid by Licensee hereunder, ( iii ) payments fo r the purchase of equity in Licensee at the fair market v alue of such equity, and ( iv ) payments received by Licensee from Sublicensees in support of full time equivalen t employees, or other in - kind benefit, to run a par tnered program . By way of clarification, the principal amo unt of any loan or other extension of credit provid ed to Licensee or an Affiliate of Licensee in connection with the grant of a sublicense by Licensee that is other than an arm’s - length credit relationship between an establi shed financial institution and Licensee, shall be d eemed to constitute provided that rep ayment of said loan or credit shall be set off agai nst Sublicense Revenues . In addition, for clarity, the basis for Sublicense Revenues shall include royalti es and milestones received by Licensee from Sublicensee in connection with a sublicense of Licensee ’s rights hereunder . Sublicense Revenues, however, shall not, in any case, be considered to also constitute Net Sales under this Agreement