definiens: shall mean any payments or other consideration that Licensee or any of itsAffiliates receives in connection with a Sublicense ( including any fees or consideration for the grant of an option toobtain a Sublicense ), including without limitation license fees, milestone payments and license maintenance fees, butspecifically excluding : ( a ) any royalties attributable to sales of Licensed Products ( provided that such sales form thebasis of royalties paid to Harvard under Section 6.5 ), ( b ) any profit share amounts attributable to sales of LicensedProducts ( provided that such sales form the basis of royalties paid to Harvard under Section 6.5 ), ( c ) paymentsspecifically committed to cover costs to be actually incurred by Licensee ( including equipment purchases and full - time equivalent personnel actually provided by Licensee ) in the research and development of Licensed Productswhich are the subject matter of the Sublicense, ( d ) reimbursement of milestone payments paid by Licensee formilestones in Section 6.4 hereunder or amounts incurred with respect to the filing, prosecution or maintenance of anyLicensed Patent Rights, ( e ) loans or other debt obligations ( any amounts of which are forgiven shall be deemedSublicense Receipts ), ( f ) amounts received from any third party for the purchase of equity at fair market value ( anyamounts paid in excess of fair market value shall be deemed Sublicense Receipts ), ( g ) securities of an Affiliatereceived from an Affiliate that are not provided in exchange for the grant of a Sublicense, ( h ) amounts received for thefair market value of Licensed Products supplied by or on behalf of Licensee or its Affiliates and sold by the recipientSublicensee to third parties, and ( i ) amounts received in consideration of the sale of substantially all of the businessor assets of Licensee or any of its Affiliates to which this Agreement pertains