definiens: means the Gross Consideration received by the Lic ensee or its Affiliate from a Sublicensee in consideration o f the grant of a sublicense under the Licensed Subj ect Matter ( including, without limitation, license or o ption or distribution fees, fees to maintain licens e rights, and bonus / milestone payments ), but excluding amount s received as running royalties, a profit share, ot her revenue sharing based on Net Sales for which Licens or receives a running royalty under Section 3.2, purchase price for the issuance of stock or other e quity or debt securities to the extent issued at Fa ir Market Value, payments designated by Sublicensee for the p urpose of funding or reimbursing bona fide research, development, or commercialization, payments for man ufacture or supply of Licensed Product at cost, reimbursements of patent expenses actually incurred by Licensee, and loans . For the avoidance of doubt, Non - Royalty Sublicensing Consideration shall not in clude bona fide : ( a ) running royalties received by Licensee or an Affiliate based on Net Sales that ar e royalty - bearing to Licensor under Section 3.2, ( b ) purchase price for Licensee ’s stock or other securi ties not in excess of Fair Market Value