definiens: means all consideration and payments, including without limitation, fees and milestone payments, received by LICENSEE from a Sublicensee as consideration attributable to a license or sublicense under the rights granted to LICENSEE pursuant to Article 2 . Notwithstanding the foregoing, Sublicense Income shall not include amounts LICENSEE receives from a Sublicensee as consideration ( a ) for rights to other intellectual property not attributable to a license or sublicense under the rights granted to LICENSEE pursuant to Article 2, ( b ) in the form of royalties on sales of Licensed Products, ( c ) milestone payments up to the aggregate of all amounts paid by LICENSEE to LICENSOR as milestone payments for the achievement of all milestone events under this Agreement, ( d ) constituting of loaned or reimbursable amounts ( including without limitation, research, development and patent expense reimbursements ) or repayment thereof, ( e ) for the supply of products or for research or other services provided by LICENSEE ( including manufacturing or commercialization services ), to the extent the payments do not exceed the fair market value of such services plus a reasonable margin consistent with industry practice, or ( 1 ) for the purchase ofan equity interest in LICENSEE to the extent the purchase price does not exceed the then - fair market value ofsuch equity