definiens: shall mean any payments or other consideration that BioLine or an Affiliate of BioLine orany entity on their behalf ( excluding a Sublicensee ) actually received in connection with a Sublicense, or the grantof an option to obtain a Sublicense, including without limitation royalties, license fees, milestone payments, license maintenance fees and equity ( or securities convertible into equity or other equity - related instruments);provided, however, that in the event that BioLine or an Affiliate of BioLine or any entity on their behalf ( excluding aSublicensee ) receives non - monetary consideration in connection with a Sublicense or the grant of an option toobtain a Sublicense or in the case of transactions not at arm ’s length, Sublicense Receipts shall be calculatedbased on the fair market value of such consideration or transaction, assuming an arm ’s length transaction made inthe ordinary course of business ; and provided further that Sublicensing Receipts will be reduced by any amountspaid by BioLine or an Affiliate of BioLine to a Sublicensee on account of refunds or rebates given in respect ofSublicense Receipts and payments to one or more third parties to obtain a Third Party License from such thirdparty(ies ) in order to practice the Licensed Technology