definiens: means amounts ( including, without limitation, any licensing or optioning fees, or license maintenance fees, or milestone payments, and fair market value of any non -cash consideration ), received by or payable to the Licensee from any Sublicensee un der a sublicense of the Licensee ’s rights under this Agreement, provided that Sublicensing Revenues will not include amounts received by or payable to the Licensee that are reasonably and fairly attributable to any of the following to the extent that each is bona fide : ( a ) debt financing of the Licensee, ( b ) amounts received by the Licensee as the purchase price, at fair market value, for equity securities ( including stock Page 4 of 29 of whatever class or series, and including the purchase price for warrants and the exercise price under such warrants, or as convertible debt, and the like ) of the Licensee ; ( c ) reimbursements of out -of - pocket Patent Prosecution Costs actually incurred by the Licensee directly related to the specific Licensed Product being sublicensed ; ( d ) royalty payments on Net Sales ; and ( e ) reimbursement to the Licensee for documented cost of research and/or development activities performed or services provided by the L icensee for the specific Licensed Product, on a going -forward basis, on the basis of reimbursement of out -of - pocket expenses and/or payments for full -time equivalent ( ) efforts of personnel at or below commercially reasonable and standard FTE rates fo r the location of Licensee and the kind of activities and services undertaken by the Licensee for which such reimbursement is made to the Licensee