definiens: means all license payments, including applicable upfront payment, license maintenance payments, milestone payments, royalty payments, shares, and equity interests, whether in cash or in kind, received by I - Mab or its Affiliates from aThird Party sublicense based on the grant of a sublicense to such Third Party under the MorphoSys License to Develop and Commercializethe CD38 Product in the Field in the Territory, which, for the purpose of clarification, shall not include : ( a ) payments to fund bona fideresearch and development work ; ( b ) payments for the supply of goods and services at cost, including the supply of the CD38 Product;(c ) reimbursement of costs and expenses, including for patent prosecution and enforcement ; ( d ) bona fide loans ; ( e ) payments to purchaseI - Mab or its Affiliates ’ equity at fair market value ( for clarity, any premium paid by sublicensee in excess of the fair market value of theequity purchased shall be included in Out - License Income and Everest shall have the right to engage a Third Party appraiser to determinesuch fair market value )