definiens: means the Gross Consideration received by the Licensee or its Affiliatefrom a Sublicensee in consideration of the grant of a sublicense under the Licensed Subject Matter ( including, without limitation, license or option or distribution fees, fees to maintain license rights, and bonus / milestonepayments ), but excluding amounts received as running royalties, a profit share, or other revenue sharing based on NetSales for which Licensor receives a running royalty under Section 3.2 . For the avoidance of doubt, Non - RoyaltySublicensing Consideration shall not include bona fide : ( a ) running royalties received by Licensee or an Affiliatebased on Net Sales that are royalty - bearing to Licensor under Section 3.2, ( b ) purchase price for Licensee ’s stock orother securities not in excess of Fair Market Value, and ( iii ) amounts paid and used exclusively for research anddevelopment of Licensed Products or Licensed Services by Licensee