definiens: shall mean all up - front fees, license signing fee s, milestone payments, success fees, royalties and other consideration received by GenSi gnia or its Affiliates from Licensees on account of the use or sale of Products or grant of a license u nder the Transferred Patents ; provided, however tha t License Income will not include : ( a ) amounts paid b y such licensee as reimbursement for research and development costs incurred under such license with respect to Products in the event [COMPANY] collaborates on research and/or development with su ch a licensee ; ( b ) bona fide loans with market terms ; ( c ) fair market value reimbursement for clin ical trial costs and expenses ; ( d ) equity investmen t in [COMPANY] at the market value for such equity ; ( e ) amounts paid at fair market value for supplies of Products or other tangible materials, or that are o therwise paid in reimbursement of costs or expenditures, whether incurred before or after the date of the relevant license agreement ; ( f ) upfront fees and milestone payments payable solely for products other than the Products, and ( g ) withholding taxes or other amounts actually witheld from the amounts received, paid to a governmental authority and not reimbursed by Licensee or any Third Party