definiens: shall mean any payments or other consideration that Licensee or any of its Affiliates receives in connection wit h a Sublicense, other than royalties based on Net S ales or Service Income or the receipt of a portion of profits deriv ed from the sale of Licensed Products or the perfor mance of Licensed Services . In the event that Licensee or an Affiliate of Licensee receives non - cash considerat ion in connection with a Sublicense or in the case of tran sactions not at arm ’s length, Non - Royalty Sublicens e Income shall be calculated based on the fair market value of such consideration or transaction, at the time o f the transaction, assuming an arm ’s length transaction made in the or dinary course of business . Non - Royalty Sublicense I ncome shall not include ( a ) amounts received from a Subli censee that are committed to cover future industry standard, fully burdened costs to be incurred by Licensee or any of its Affiliates in the performance of researc h and development activities to be performed by Licensee or any of its Affiliates under a Sublicense agreeme nt in connection with a Licensed Product or a product exp ected to become a Licensed Product, ( b ) equity inve stments in Licensee to the extent such payment reflects the fair market value of such securities, ( c ) amounts received from a Sublicensee in connection with a bona fide, fully repayable, market rate loan made by Sublicensee to Licensee, ( d ) the attributed value of any cross - license grant ed by a Sublicensee to Licensee to the extent such cross - license provides Licensee with freedom to operate with resp ect to a Licensed Product or a product expected to become a Licensed Product ( but not excluding any considerati on actually received from such Sublicensee on accou nt of such cross - license ), ( e ) payments made to reimburse Lice nsee for any amounts paid by it to Harvard under Se ction 6.2 of this Agreement or ( 1 ) payments made to reimburse Licensee for the costs of Licensee ’s full time equ ivalents who market and promote Licensed Products and Licens ed Services and sell Licensed Products, which refle ct the fair market value of such services and are substant iated by any report delivered by Licensee to any su ch Sublicensee to claim such reimbursement