definiens: . Sublicense Income means, subje ct to Section 5.4, all amounts received by PRESIDIO and/or its Affiliates from Thi rd Parties in connection with the sublicensing or l icensing to such Third Parties of rights under Licensed Pate nt Rights and/or Licensed Technology to Develop and /or Commercialize any Series 1 Licensed Products, inclu ding without limitation all license fees, milestone payments and royalties, but excluding any of the following a mounts received by PRESIDIO and/or its Affiliates f rom such Third Parties : ( a ) Amounts received as the purchase price for PRESIDIO ’s and/or its Affiliates ’ debt or equity securities, except to the extent such amo unts exceed the fair market value of such debt or e quity securities ; ( b ) Amounts received for bona fide research and develop ment activities undertaken for, or in collaboration with, such Third Parties, excep t to the extent such amounts exceed reasonable and customary funding amounts for such activities ( e.g., cost rei mbursement or reasonable FTE - based funding ) ; ( c ) Amounts received for bona fide co - promotion and oth er commercial activities undertaken for, or in collaboration with, such Thir d Parties, except to the extent such amounts exceed reasonable and customary funding amounts for such activities ( e.g., fees calculated and paid as cost reimbursemen t, reasonable per - detail fees or reasonable FTE - based funding ) ; ( d ) In the event such license or sublicense is structur ed as a profit - sharing arrangement, PRESIDIO ’s and its Affiliates ’ share of revenue amo unts that are offset by PRESIDIO ’s and its Affiliat es ’ share of costs in the profit - share calculation ( i.e., onl y PRESIDIO ’s and its Affiliates ’ share of net profi ts, as opposed to gross revenues, shall constitute Sublicense Inco me hereunder ) ; and ( e ) Amounts received to cover Pass - Through Costs payabl e by PRESIDIO and/or its Affiliates under this Agreement, including without limitation any Pass - Through Costs owed by XTL to VivoQuest which are payable by PRESIDIO under Secti on 5.8 and any Pass - Through Costs payable by PRESIDIO pursuant to any Assigned Contracts and Add itional Third Party Licenses