definiens: means any cash consideration ( including upfront payments, milestone payments, and royalties ), and the cash equivalent of all other consideration, actually received by Adeona or its Affiliate from 3 Third Party in consideration for a grant of a sublicense under the [COMPANY] IP or any rights to develop or commercialize Adeona Products, but excluding : ( 3 ) any amounts paid as bona fide reimbursement for research and development costs to the extent incurred following - such grant ; ( b ) bona fide loans or any payments in consideration for a grant of equity of Adeona to the extent that such consideration is equal to or less than fair market value ( i.e. any amounts in excess of fair market value shall be Sublicensing Revenue ) ; or 5 EXECUTION COPY CONFIDENTIAL ( c ) amounts received from sublicensees in respect of any Adeona Product sales that arc included in Net Sales