definiens: means all consideration ( e.g., upfront fees, milestone payments, and other similar license fees ) received by LICENSEE fro m a Sublicensee based on the grant to such Sublicensee of a sublicense under the Licensed Rights granted to LICENSEE under this Agreement, but excluding : ( a ) royalty payments or similar payments based on sales of Licensed Products ; ( b ) payments made for actual costs incurred, or reimbursement of actual costs incurred, as evidenced by written documentation provided to MSK by LICENSEE or its Affiliates in the research and/or development of Licensed Products ( including in connection with equipment purchases, manufacturing costs, personnel expenses and patent prosecution, defense, enforcement, maintenance and other intellectual property -related expenses ) ; ( c ) bona fide loans ; ( d ) payments to purchase capital stock of LICENSEE at fair market value ( provided, how ever, that any premium consideration in excess of fair -market value will not be excluded ) ; and ( e ) payments at fully -burdened cost for Licensed Products supplied by LICENSEE ( or its Affiliate )