definiens: means the amount of any cash payment actually received by LICENSEE during the te rm of this Agreement from an unaffiliated third party in consideration for the grant of a sublicens e under the Licensed Patents, excluding the following : ( a ) reimbursement or prepayment of costs incurred by LICENSEE or its affiliates in performing obligations owed to the sublicensee unde r the applicable sublicense agreement, including without limitation, in performin g research, development, manufacture or other activit ies with respect to Licensed Products, ( b ) a reasonable amount of any upfront payments, mileston e payments or other general payments that LICENSEE may set aside to offset any otherwise unre imbursed costs and expenses that LICENSEE or its affiliates expect to incur, but have not yet incurred, in the performance of their responsibili ties under the applicable sublicense agreement ; ( c ) proc eeds derived from bona fide debt financing ; ( d ) consideration received for the purchase of an e quity interest in LICENSEE ; ( e ) amounts paid to LICENSEE as dividends or profit distributions ; ( f ) withholding taxes and other amounts actually withheld or deducted from amounts paid to LICENSEE ; and ( g ) amounts paid to LICENSEE as earned royalties on sales by sublicensee(s ) or othe rwise calculated on the basis of sales of Licensed Products