definiens: means any consideration received by Company or its Subsidiaries from a ThirdParty pursuant to a Product Sublicense or a Platform Sublicense, including any license signing fee, license maintenance fee, milestone payment and royalty payment ( including, without limitation,(a ) royalty payments received on sales made anywhere in the world of Licensed Products and PlatformProducts, whether or not such sales infringe a Valid Claim in the countries in which such sales havebeen made, and ( b ) any payments received for any sales, development or commercializationmilestones achieved anywhere in the world applicable to Licensed Products or Platform Products, whether or not the actions to achieve such milestones infringe a Valid Claim in any of the countries inwhich such actions occurred . Sublicense Income shall exclude : ( i ) payments received asreimbursement of out - of - pocket expenses incurred after the Effective Date of the relevant ProductSublicense or Platform Sublicense for Patent preparation, prosecution, enforcement or defense,(ii ) payments received and allocated by Company in accordance with GAAP to fund future researchand development activities, and ( iii ) consideration received for an equity interest in, extension of creditto or other investment in Company or its Subsidiaries, provided such consideration is not in excess offair market value . For avoidance of doubt, the parties have expressly agreed that the definition ofSublicense Income includes revenues received by Company throughout the world as a fair and goodfaith measure of the valuation of the intellectual property licensed and the mutual agreements madeunder this Agreement, and for the accounting convenience of the parties