definiens: means any and all consideration received or payable to the Licensee from any Sublicensee under or otherwise in connection with a Sublicense of the Licensee ’s rights under this Agreemen t, including license issue fees, lump sum payments, milestone payments, maintenance fees, profit sharing, joint marketing fee, equity or other payments of any kind whatsoever, irrespective of whether such consideration is received in the form of cash, offs ets, barter, credit, stock, warrants, release from debt, goods or services, licenses back, a payment for Licensee equity that exceeds the pre -Sublicense fair market value of the equity, equity exchanges, or any other form whatever, excluding : ( a ) [ * * ], ( b ) amounts received by the Licensee as the purchase price, for Licensee equity securities ( including stock of whatever class or series, and including the purchase price for warrants and the exercise price under such warrants, or as convertible debt, of the L icensee, to the extent they do not exceed the fair market value of such equity at the time purchase occurs, ( c ) reimbursements of patent prosecution costs actually incurred by UFRF and reimbursed by Licensee directly related to the specific Licensed Produ ct being sublicensed, and ( d ) if accompanied by competent documentary evidence : ( i ) loans, financing or reimbursement of the direct costs of bona fide future research and development of a Licensed Product ( and not other products ) ; and ( ii ) for any payment based on the same event that triggers a milestone payment to UFRF under Section 4.5(a ), the amount due to UFRF for the corresponding milestone under Section 4.5(a ) . In no event shall the excluded amount be greater than the corresponding payment required in Section 4.5(a ) . For clarity, payments made by Regeneron Pharmaceuticals to Licensee under its Collaboration and License Agreement, dated as of November 15, 2017, based on costs of research and development shall not be considered Sublicensing Revenue to th e extent that they otherwise meet the definition of exclusion ( d)(i ) above whether such payments occur in the form of milestones or ongoing reimbursement of costs