definiens: means all consideration, but excluding royalties on Net Sales, received by Company from each Sublicensee forthe grant of a Sublicense . For avoidance of doubt, consideration paid to Company by Sublicensees for the following shall not be deemedSublicense Consideration : ( a ) documented bona fide performance of Licensed Product development work, research work, clinical studies andregulatory approvals performed ( including such work, studies, and approvals done in a collaboration ) by Company and for clarity suchdevelopment work, research work, clinical studies and regulatory approvals may be done by Company independently from the applicableSublicensee provided that it is being conducted for a Licensed Product, ( b ) for bona fide debt financing, other than conditional equity, warrants, and convertible debt, or bona fide loans made to Company by a Sublicensee, ( c ) investments in the Company at Fair MarketValue, and/or ( d ) contractually required reimbursement of payment amounts otherwise due under this Agreement from Company to Universityfor Patent Expenses pursuant to Section A3.8, and ( e ) to the extent a milestone under Section A3.4 of this Agreement is met by the Sublicensee, any pass - through payment to Company that ultimately comes to University forsuch financial milestone payment