definiens: means income received by Licensee or its Affiliates in consideration for a Sublicense or other agreementproviding the right to negotiate or obtain a Sublicense . Sublicense Income includes income received from a Sublicensee in the form oflicense issue fees, milestone payments and the like but specifically excludes ( a ) royalties on the sale or distribution of Product,(b ) consideration received for purchase of equity in Licensee or its Affiliates up to the Fair Market Value of such equity, ( c ) amountsreceived in connection with the achievement of a particular milestone, to the extent Licensee pays such amounts as a pass - throughto Penn as a Milestone Payment for such particular milestones under this Agreement, ( d ) payments for Product research anddevelopment services up to the fair market value of such services, which shall be calculated based upon direct costs associated withsuch services and an overhead charge not to exceed [ * * * * ] of the direct costs and € payments for the purchase of Product by awholesaler or distributor for resale of such Product to a Third Party . means the cash consideration an unaffiliated, unrelated buyer would pay in an arm ’s length transaction for the same quantity of such equity as determined by an independentaccounting firm or valuation expert mutually acceptable to the Parties