definiens: means [ * * * ] payments received by Mereo or its Aff iliates from a Sublicensee in consideration for the grant of a lic ense, waiver from suit or equivalent rights under a ny Product Intellectual Property in the form of [ * * * ] ; provided, however, Sublicensing Consideration does not include payments received by Mereo or its Affil iates from Sublicensees for ( a ) the purchase of equ ity to the extent [ * * * ] ) or issuance of debt instrument s ( [ * * * ] ) ; ( b ) reimbursement for bona fide developm ent expenses incurred by Mereo or its Affiliates ( c ) am ounts received as consideration for the grant of a license, sublicense, waiver from suit or equivalent rights under any technology or intellectual proper ty other than the Product Intellectual Property, wheth er [ * * * ] or [ * * * ], based on a [ * * * ] taking into acc ount the relative value of the Product Intellectual Prop erty and those other rights ; ( d ) amounts received f or supply of Compound, or Product to a Sublicensee for [ * * * ] the [ * * * ], or for the [ * * * ] Certain information in this document has been omitted and filed separately with the Securities a nd Exchange Commission . Confidential Treatment has bee n requested with respect to the omitted portions