definiens: means any amounts received by CONEKSIS from a non - Affiliated Third Party inconsideration for the grant by CONEKSIS to such Third Party of ( i ) a sublicense under the CONKWEST ExistingRights and/or, if permitted, the FCCC Rights or ( ii ) the right to develop and/or commercialize any LicensedProduct(s ), Licensed Service(s ) and/or Commercial Product(s ) ( including but not limited to, the grant to veterinaryspecialty practices of exclusive rights to Sell Licensed Product(s ), Licensed Services and/or CommercialProduct(s ), as applicable, in particular geographic areas ), including but not limited to any upfront payments, annualfees or maintenance payments, milestone payments or the like, but excluding : ( a ) amounts paid by such a ThirdParty as bona fide reimbursement for research, development and/or other costs that CONEKSIS is obligated toincur in the performance of activities in accordance with such agreement, ( b ) bona fide loans, ( c ) amounts paid forsupplies of product or other tangible materials ; and ( d ) royalties paid based on sales of Licensed Products, Licensed Services and/or Commercial Products ; provided that CONEKSIS pays to CONKWEST any Royalties dueto CONKWEST with respect thereto under Section 5(a)(i ) or ( 5(a)(ii ) below, as applicable