definiens: means amounts ( including, any licensing fees, or license maintenance fees, or milestone payments ) paid to the Licensee by any Sub licensee under a Sublicense Agreement, provided tha t Sublicense Revenues will not include amounts payabl e to the Licensee that are reasonably and fairly at tributable to any of the following to the extent that each is bona fide : ( a ) debt financing of the Licensee, ( b ) amounts received by the Licensee as the purchase price, at fair market value, for equity securities ( including stock of whatever class or series, and including the purchas e price for warrants and the exercise price under s uch warrants, or as convertible debt, and the like ) of the Licensee ; ( c ) reimbursement to the Licensee for expenses associated with the cost of research and/or develop ment activities performed or services provided by t he Licensee under the Sublicense Agreement on the basi s of reimbursement of out - of - pocket expenses and/or payments for full - time equivalent ( ) efforts o f personnel at or below commercially reasonable and standard FTE rates for the location of Licensee and the kind of activities and services undertaken by the Licensee for which such reimbursement is made to the License e ; ( d ) payments to Licensee for reimbursement of pa tent expenses ; ( e ) grants from governmental entities and non - profit institutions ; and ( f ) royalty payments