definiens: means any payments or other consideration that Licensee or any of its Affiliates receives in consideration for a Sublicense, other than { W2889005.3 } 3 Confidential royalties based on Net Sales, including without limitation license fees, milestone payments, equity investments to the extent the amount paid for such equity exceeds its fair market value, up front fees, success fees, minimum annual payments and license maintenance fees, but excluding payments for patent expenses, research, development, manufacturing or commercialization activities ( including payments for personnel, whether calculated or paid on a fulltime equivalent basis or otherwise ) or similar payments to the extent not in excess of the actual cost to Licensee, loans, and equity investments to the extent the amount paid for such equity does not exceed its fair market value . To the extent that rights other than rights under the Licensed Patents are granted along with a Sublicense, the consideration received by Licensee will be apportioned between the Sublicense and such other rights pursuant to good faith negotiations between Licensee and Joslin . In the event the parties are unable to reach agreement on such apportionment, the apportionment shall be determined pursuant to Sections 12.6(b ) and ( c ) of this Agreement . For the avoidance of doubt, Non - Royalty Sublicense Income shall not include proceeds obtained from the sale of Licensee or that portion of Licensee 's business to which this Agreement relates