definiens: means all amounts accrued or received by LICENSEE or a Licensed Affiliate under aCommercial Sublicense, in consideration of the granting of the sublicense of the Licensed Patents, net of any salestaxes ( paid or payable, including value added tax ) imposed upon LICENSEE or the Licensed Affiliate and notreimbursed or paid by a third party with respect to such amounts, as consideration under the Commercial Sublicense, including, without limitation, license fees or maintenance fees . Sublicense Income shall not include amounts receivedby LICENSEE or a Licensed Affiliate for : ( a ) research and development activities conducted after the date of theCommercial Sublicense related to the Licensed Patents, Licensed Products or Licensed Services, including withoutlimitation pre - clinical and clinical studies, provided that the research and development activities are performed inaccordance with a written agreement that sets out the compensation for the development activities and suchcompensation is reasonable in light of the circumstances ; ( b ) equity interests in the LICENSEE ; ( c ) LicensedProducts purchased from LICENSEE or a Licensed Affiliate which generate Net Sales to the LICENSEE or theLicensed Affiliate ; provided that the consideration for such Licensed Products is separately stated in the CommercialSublicense ; and ( d ) reimbursement for patent costs or regulatory filing fees ; provided that such reimbursement isseparately stated in the Commercial Sublicense . For the avoidance of doubt, royalties received by LICENSEE or aLicensed Affiliate for sales or other disposition of Licensed Products or the provision of Licensed Services byCommercial Sublicensees shall be included in and treated as Sublicense Income