definiens: will mean all upfront payments, milestone payments and all other consideration ( other than royalties ) received by TMC or its Affiliates from Sublicensees with respect to such Third Party Product . In case of non - financial consideration of value, Nonroyalty Revenue will be calculated on a fair market value of the consideration received . Notwithstanding the foregoing, the following payments ( if any ) received by TMC or its Affiliates from such Sublicensees will be specifically excluded from Nonroyalty Revenue : ( i ) an equity investment by such Sublicensee ( but solely to the extent that such investment is at a price equal to or less than the fair market value ofTMC 's stock sold in such investment ), ( ii ) a nonforgivable loan ( but solely to the extent that such loan is subject to commercially reasonable terms with respect to repayment ( including conversion to equity at the fair market value ofTMC 's stock ) ), ( iii ) reimbursement ofTMC 's actual research and development costs directly related to the Third Party Product that is the subject of a sublicense granted by TMC and only to the extent incurred by TMC after the effective date of such sublicense, ( iv ) reimbursement ofTMC 's actual patent prosecution or maintenance expenses directly related to the Third Party Product that is the subject of a sublicense granted by TMC and only to the extent incurred by TMC after the Effective Date of this Agreement, and ( v ) payments directly attributable to TMC 's supplying such Third Party Product ( or components of such Third Party Product ) ( at no more than 100 % of TMC 's actual manufacturing cost ) to such Sublicensee