definiens: shall mean any and all initia l upfront fees, license fees, option fees, milestone payments, and other amounts ( other than r unning royalties on NET SALES of LICENSED PRODUCTS ) payable to OREXIGEN ( and/or any of SUBLIC ENSEES, as the case may be ) under a SUBLICENSE to any of the licenses granted by DUKE t o OREXIGEN under this AGREEMENT, 6 but excluding any payments that are ( a ) reimbursements of documented research and developme nt costs and expenses ; ( b ) reimbursement of cost of goods directly relating to LICENSED PRODUCTS supplied by OREXIGEN to such SUBLICENSEE ; ( c ) loans granted to OREXIGEN by such SUBLICENSEE ; ( d ) reimbursement of documented costs directly rela ted to pursuit of patent protection and/or maintenance of patents for DUKE PATENT RIGHTS and / o r OREXIGEN PATENT RIGHTS ; or ( e ) an equity investment by a commercial THIRD PARTY ( but solely to the extent that such investment is at a price equal to or less than one hundred percent ( 10 0 % ) of the fair market value of stock sold or otherwise transferred in such investment ) . It is ag reed that [ * * * ] shall not receive from [ * * * ] for an y SUBLICENSE under this AGREEMENT, without the expres s prior written permission of DUKE, such approval not to be unreaso nably withheld