definiens: means all consideration, in whatever form, due fr om a Sublicensee in return for the grant of a sublicense of Licensee ’s rights hereunder, excluding consideration in the fo rm of : ( i ) royalties received by Licensee and calculated who ll y as a function of sales of Licensed Products or Li censed Services, ( ii ) payments or reimbursement for docume nted sponsored research and/or development activiti es, valued at the actual direct cost of such activities on a fully burdened basis ( including reasonable ma rgin for overhead ), ( iii ) payment or reimbursement of reason able patent expenses actually incurred or paid by L icensee and not otherwise reimbursed, or payment of patent expenses required to by paid by Licensee hereunder, ( iv ) payments for the purchase of equity in Licensee at the fair market value of such equity, and ( v ) payme nts recognized as Net Sales under this Agreement for wh ich a royalty is payable to COH . By way of clarific ation, the principal amount of any loan or other extension of credit provided to Licensee or an Affiliate of Lice nsee in connection with the grant of a sublicense by Licens ee that is other than an arm’s - length credit relati onship shall be deemed to constitute 1.43 means the entire world