definiens: means all consideration received by P ROTIVA ( or its Affiliates ) from a Sublicensee in consideration of the grant of a subl icense under the M ARINA Patents to such Sublicensee ( which may include upfront fees, milestone payments and other similar fees ), but excluding : ( i ) royalties payable to P ROTIVA ( or its Affiliates ) based on Net Sales by a Sublice nsee or its Affiliates ; ( ii ) any amounts paid as reimbursement of research or de velopment costs and expenses incurred by PROTIVA or its Affiliates ( including past and ongoing cost s and expenses ) relating to P ROTIVA Products ; ( iii ) direct reimbursement of Patent prosecution or enforcement costs ; ( iv ) payments of a share of amounts recovered in enforcing Patent or other Intel lectual Property Rights ( except to the extent such share is calculat ed or treated as royalties under the terms of such sublicense ) ; ( v ) transfer price payments for sale of compounds or pr oducts ( such exclusion not to exceed [ ... * * * ... ] of actual fully - burdened cost of goods ) ; ( vi ) bona fide loans on commercial terms ; and ( vii ) any payments made to purchase equity in P ROTIVA or a P ROTIVA Affiliate at fair market value