definiens: means all consideration, in whatever form, due from aSublicensee to Licensee or to another Sublicensee in return for the grant of a sublicense ofLicensee ’s rights under Section 3.1 and Section 3.2 of this Agreement, excluding consideration in theform of : ( i ) royalties received by Licensee and calculated wholly as a function of sales of LicensedProducts or Licensed Services, ( ii ) payments or reimbursement for documented sponsored researchand / or development activities, valued at the actual direct cost of such activities on a fully burdenedbasis ( including reasonable margin for overhead ), ( iii ) payment or reimbursement of reasonablepatent expenses actually incurred or paid by Licensee and not otherwise reimbursed, or payment ofpatent expenses required to by paid by Licensee hereunder, ( iv ) payments for the purchase of equityin Licensee at the fair market value of such equity on the date that the obligation to make suchpayment arises, ( v ) payments recognized as Net Sales or Sublicensee Net Sales under thisAgreement for which a royalty is payable to COH ( vi ) capital investments ( debt and/or equity ) at fairmarket value, and ( vii ) amounts paid for supplies of materials or other tangible materials which arenot Licensed Products or performance of services which are not Licensed Services