definiens: shall mean any considera tion such as fees, minimum royalties, milestone payments or other payments rec eived by Licensee or any of its Affiliates from a T hird Party based on an agreement or series of related agreemen ts involving a Sublicense of the Patent Rights to a Third Party other than ( A ) payments for running royalties 17 Table of Contents based on Net Sales or profit - share payments, ( B ) pa yments for research or development conducted by Lic ensee or its Affiliates or services or goods provided by Licensee or its Affiliates pursuant to the Sublicen se or related agreements, ( C ) payments for the fair market value of debt or equity securities of Licensee or its Aff iliates and ( D ) payments that are specifically allocated to pro ducts that are not Licensed Products ; ( ii ) s hall mean the portion of any Sublicense Income reasonably allocable to Third Par ty intellectual property rights that are necessary to research, develop, make, have made, use, have used, offer to sell, sell, import, export or commercialize a Licen sed Product and that have been in - licensed or acquired by Licen see and included with the Sublicense of the Patent Rights to a Third Party, which portion shall not exceed [ * * ] % ) of the total amount of Sublicense Income received b y Licensee and any of its Affiliates, as further adju sted by the proviso immediately following the table in Section 4.7(b ) below ; and ( iii ) sha ll mean ( A ) the total amount of Sublicense Income received by Licensee and any of i ts Affiliates less ( B ) any Third Party Allocated Su blicense Income