definiens: means the cash consideration amounts received by Mayfield or its Affiliate from an Exclusive Sublice nsee in consideration for the grant of an exclusive sublicense described in the first sentence of Section 4.7 ; pro vided, however, that Non - Royalty Sublicense Income excludes amounts received : ( a ) as bona fide reimbursement ( i ) for out of pocket costs incurred to prosecute and maintain the Licensed IP Rights or ( ii ) for fully - burdened c osts incurred that are attributable to the research and/or development of the subject matter of the Licensed I P Rights and/or Products ; ( b ) as bona fide loans ( u nless forgiven ) ; ( c ) for securities sold to the Exclusive Sublicensee at fair market value ; and ( d ) as runni ng royalties ( including any amounts paid based upon sales or pro fits from the sales of Product ) . To the extent that Non - Royalty Sublicense Income represents an unallocated combine d payment for both a sublicense of Licensed IP Righ ts as well as other intellectual property, undertakings o r subject matter, for purposes of calculating payme nts due to TGV, Non- Royalty Sublicense Income shall be reason ably allocated by mutual written agreement of the p arties between the Licensed IP Rights and such other intel lectual property, undertakings or subject matter, b ased on their relative value