definiens: shall mean the amount paid to Licensee by a third party ( other than an Affiliateof Licensee ) for a sublicense with respect to a Licensed Product, including, without limitation, license fees andmilestone payments, other than : ( a ) royalties paid to Licensee by a sublicensee based upon Net Sales by thesublicensee ; ( b ) equity investments in 5 Licensee or any Affiliate by a sublicensee up to the amount of the fair market value of the equity purchased on thedate of the investment ; ( c ) loan proceeds paid to Licensee or any Affiliate by a sublicensee in an arms ’ length debtfinancing to the extent that such loan is not forgiven ; and ( d ) funding for sponsored research or other services paid toLicensee by a sublicensee for research performed or to be performed by Licensee or any Affiliate