definiens: means the Gross Consideration received by the Lic ensee or its Affiliate from a Sublicensee in consideratio n of the grant of a sublicense under the Patent Rig hts ( including, without limitation, license or option o r distribution fees, fees to maintain license right s, and bonus / milestone payments ), but excluding amounts re ceived as running royalties, a profit share, or other revenue sharing based on Net Product Sales or Net Service Sales for which Licensor receives a running royalty under Section 3.2 . For the avoidanc e of doubt, Non - Royalty Sublicensing Consideration shall not include bona fide : ( a ) running royalties received by Licensee or an Affiliate based on Net Product Sales or Net Service Sales that are royalty -bearing to Licensor under Section 3.2, ( b ) purchas e price for Licensee ’s stock or other securities not in excess of Fair Market Value, and ( iii ) amounts p aid and used exclusively for research and development o f Licensed Products or Licensed Services by Licensee