definiens: means all cash payments and other consideration received by ASLAN or one of its Affiliatesfor a grant of a Sublicense to a Sublicensee, including without limitation, upfront payments, milestone payments, Premium on Equity, but excluding running royalties, less any applicable withholding taxes, unless and until ASLAN orits Affiliates recoup such taxes through a credit against taxes due . Net Proceeds shall not include any amountsreceived by ASLAN or its Affiliates ( A ) for the funding of research and development activities relating to a Product atreasonable and customary rates ( including, for the avoidance of doubt, periodic reimbursements, in arrears, forresearch and development activities undertaken after execution of the applicable Sublicense ), ( B ) for the supply ofProduct at a reasonable and customary transfer price, ( C ) in the form of loans at reasonable and customary rates ofinterest, ( D ) as payment for equity, other than Premium on Equity, and ( E ) reimbursement of patent prosecution andmaintenance expenses . For the avoidance of doubt, the performance of development or commercialization activities, or associated manufacturing, by a Sublicensee or its Third Party contractors shall not, by itself, constitute to be included within the definition of Net Proceeds . Any dispute between the Parties with respect tothe determination of the value of any to be included within the definition of Net Proceeds shall bedetermined pursuant to Section 12.2.2