definiens: means all consideration received by MirnaRx ( or its Affiliate ) from aSublicensee in consideration of the grant of a sublicense under the Licensed Patents to such Sublicensee ( which mayinclude upfront fees, milestone payments, royalties and other similar fees ), but excluding : ( a ) any amounts paid asreimbursement of research or development costs and expenses incurred by MirnaRx or its Affiliate ( including past andongoing costs and expenses ) relating to Licensed Product ; ( b ) direct reimbursement of patent prosecution orenforcement costs ; ( c ) payments of a share of amounts recovered in enforcing patent or other intellectual propertyrights ( except to the extent such share is calculated or treated as royalties under the terms of such sublicense);(d ) transfer price payments for sale of compounds or products ( [ * * * ] of actual fully - burdened cost of goods ; ( e ) bonafide loans on commercial terms ; and ( f ) any payments made to purchase equity in MirnaRx or a MirnaRx Affiliate atfair market value