definiens: means all amounts received by the Opt - In Party or its Affiliates with respect to any sublicense granted to a Third Party by the O pt - In Party or its Affiliates of the Regulus IP or Licensed IP licensed to the Opt - In Party under Section 5.6(a ), including, without limitation, upfront payments and milestones, but excluding : ( a ) amounts received by the Opt - In Party or its Aff iliates as payments for actual direct costs for performing future Development, Manufacturing or Com mercialization activities undertaken by the Opt - In Party or its Affiliates for, or in collaboration with, su ch Sublicensee or its Affiliates with respect to th e relevant Opt - In Products ; ( b ) amounts received by the Opt - In Party and/or its Affiliates from such Sublicensee or its Affiliates as the purchase price for the Opt - In Party ’s or any of its Affiliates ’ 10 debt or equity securities, except that amounts which exceed the fair market value of such debt or equity securities will be considered Sublicense Income ; ( c ) royalties paid by such Sublicensee or its Affil iates with respect to Net Sales of Royalty - Bearing Products ; and ( d ) amounts paid by such Sublicensee or its Affilia tes to the Opt - In Party or its Affiliates to purcha se Royalty - Bearing Products ; except that any amount greater than the actual cost of goo ds ( with no profit added ) of such Royalty - Bearing Products, determined in accord ance with GAAP, will be considered Sublicense Incom e