definiens: means any payments that the Pursuing Party receives from a Third Party sublicensee or any of such sublicensee 's Affiliates directly or indirect1y in consideration for the sublicense of the rights granted to the Pursuing Party under Section 4.5 ( whether paid in cash, equity, debt securities or otherwise ) induding but not limited to : ( A ) royalties received by tbe Pursuing Party on the Net Sales of Royalty - Bearing Products by a Third Party sublicensee ( ), and ( B ) license A-!3 836lJ6 vZlSD fees, milestone payments, commercialization payments, technology access fees, tech transfer fees, reimbursement for past expenditures ( including costs and expenses of patent Prosecution ), profit sharing payments, co - promotion fees except to the extent such fees represent reimbursement of the Pursuing Party 's reasonable costs at fair market value, the net fair market value of product swaps ; but excluding : ( 1 ) payments at fair market value for future research and development by Pursuing Party for Compounds or Royalty Bearing Products or for other services to be provided by the Pursuing Party ; ( 2 ) payments or reimbursements of manufacturing costs, at fair market value, for Compounds or Royalty Bearing Products ; and ( 3 ) fIfty percent ( 50 % ) of the fair market value of equity investments in the Pursuing Party ( ) . ] For the avoidance of doubt, no Sublicense Income shall be deemed received by the Pursuing Party in connection with the sublicensing of the rights under Section 4.5 to a Third Party in exchange for a license under such Third Party 's technology which is necessary for the manufacture or sale of Unilateral Products of equivalent value, provided that no additional consideration ( other than the license under such Third Party 's technology ) is paid by such Third Party for such sublicense