definiens: means allamounts due and payable to LICENSEE and/or LICENSEE ’s Affiliates from third parties in consideration of andreasonably attributable to the sublicensing to such third parties of rights under the Patent Rights, Know - How andTangible Materials, including without limitation, all sublicense fees, milestone payments and payments due andpayable in consideration of and reasonably attributable to any sublicense of rights granted hereunder, provided Non - Royalty Sublicense Income shall not include ( and LICENSORS will not be entitled to any share of sublicensingamounts received by LICENSEE or its Affiliates for ): ( A ) royalties on Net Sales, ( B ) research and developmentfunding to the extent it represents the fair market value of research and development services provided after the dateof the sublicense, ( C ) amounts received as payment for equity or debt securities of LICENSEE or any of its Affiliates, to the extent such amounts reflect the fair market value for such equity or debt securities of LICENSEE or any of itsAffiliates, ( D ) reimbursement of any out - of - pocket costs of patent preparation, filing, prosecution, maintenance, defense and enforcement actually incurred by LICENSEE relating to the Licensed Products / Processes / Services,(E ) payments made directly to cover costs ( including full time employees ) for manufacturing, marketing and salespersonnel, ( F ) reimbursement by any sublicensee of payments LICENSEE owes LICENSORS hereunder ; and(G ) proceeds of any transaction addressed by Article XI