definiens: means all amounts received by the Opt - In Party or its Affiliates with respect to any sublicense granted to a ThirdParty by the Opt - In Party or its Affiliates of the Regulus IP or Licensed IP licensed to the Opt - In Party under Section 5.6(a ), including, withoutlimitation, upfront payments and milestones, but excluding : ( a ) amounts received by the Opt - In Party or its Affiliates as payments for actual direct costs for performing future Development, Manufacturingor Commercialization activities undertaken by the Opt - In Party or its Affiliates for, or in collaboration with, such Sublicensee or its Affiliates withrespect to the 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 - InParty ’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 SublicenseIncome ; ( c ) royalties paid by such Sublicensee or its Affiliates with respect to Net Sales of Royalty - Bearing Products ; and ( d ) amounts paid by such Sublicensee or its Affiliates to the Opt - In Party or its Affiliates to purchase Royalty - Bearing Products ; except thatany amount greater than the actual cost of goods ( with no profit added ) of such Royalty - Bearing Products, determined in accordance with GAAP, willbe considered Sublicense Income