definiens: , Sublicense Income means all consideration received from sublicensees of a Party in connection with a grant of rights pursuant to Article III by such Party, excluding ( a ) all payments to the sublicensing Party based upon the sale of Products, ( b ) all payments made by a sublicensee in consideration for the issuance of equity or debt securities of the sublicensing Party to the extent such payments are not in excess of one hundred fifty percent 050 % ) of the fair market value of such equity or debt securities, ( c ) payments made by a sublicensee to support or fund research activities to be undertaken by the sublicensing Party to the extent that such payments are not in excess of the non - paYToll cost of such activities plus two hundred thousand dollars ( $ 200.000 ) per PTE, and ( d ) up - front payments made in consideration or recognition of prior research and development efforts undertaken by the sublicensing Party to the extent such payments are not in excess of the non - payroll cost of such activities plus two hundred thousand dollars ( $ 200,000 ) per PTE . If non - monetary consideration is so received, then a commercially reasonable monetary value will be assigned by the sublicensing Party, with the agreement of the other Party, for purposes of calculating the other Party 's share of Sublicense Income under the tenns of Article TIl