definiens: means any cash consideration, or the cash equivalent value of non - cashconsideration, regardless of whether in the form of upfront payments, milestones, or royalties, actually received byOragenics or its Affiliate from a Third Party in consideration for a grant of a sublicense under the [COMPANY] IP or anyrights to develop or Commercialize [COMPANY] Products, but excluding : ( a ) any amounts paid as bona fidereimbursement for research and development costs to the extent incurred following such grant ; ( b ) bona fide loans orany payments in consideration for a grant of equity of [COMPANY] to the extent that such consideration is equal to orless than fair market value ( i.e. any amounts in excess of fair market value shall be Sublicensing Revenue ) ; ( c ) anyamounts paid by [COMPANY] 9CONFIDENTIAL TREATMENT REQUESTED BY ORAGENICS, INC