definiens: means consideration Licensee receives, directly o r indirectly, from any Sublicensee in consideration of a Sublicense of any of the rights granted to Licensee under this Agree ment ( including any option or contingent right to obtain a Sublicense ), that is not an earned royalty that a portion of which will be payable to Licensor as provided in Se ction 4.5, including any fixed fee, option fee, lic ense fee, maintenance fee, milestone payment, unearned portio n of any minimum royalty payment, the premium on an equity investment ( such being ( a ) if Lice nsee is not a publicly traded issuer, the portion o f the price per share paid by a Sublicensee for such equity inv estment that is in excess over the highest price pe r share in the most recent previous equity financing of Licensee o r ( b ) if Licensee is a publicly traded issuer, the portion of the price per share paid by a Sublicensee for such equi ty investment that is in excess over the [ * * * ] ), jo int marketing fee, intellectual property cross license, settlemen t agreement, and any other property, or considerati on given to Licensee in exchange for rights granted to Licensee under this Agreement, regardless of how Licensee a nd Sublicensee characterize such consideration . Notwit hstanding anything to the contrary, Sublicense Inco me shall not include [ * * * ] . Sublicense Income shall not incl ude any reasonable and documented amounts received by Licensee as reimbursement of costs and expenses inc urred by Licensee in prosecution and/or maintenance of Patents