definiens: shall mean the amount actually received by LICENSEE from sublicensees arising from the grant of a sublicense of the right to make or sell Licensed Products or practice Licensed Processes, including up - front license fees, license issue fees, maintenance fees and milestone payments paid by a sublicensee to LICENSEE in consideration for the grant by LICENSEE of a sublicense of the right to make or sell Licensed Products or practice Licensed Processes ; provided, however, that shall in any event exclude : ( a ) royalties paid to LICENSEE by a sublicensee based on such sublicensee 's sale of Licensed Products or practice of Licensed Processes ; ( b ) any payments by a sublicensee to LICENSEE that are tied directly to the provision of goods and services by LICENSEE to such sublicensee ( including research and development funding ) to compensate LICENSEE for the fair market value of the provision of such goods and services ; ( c ) payments for equity or debt securities of LICENSEE ( except to the extent such payments exceed the fair market value of such securities on the date of issuance ) ; ( d ) annual minimum royalties, milestone payments, or similar payments to the extent such payments, on an aggregate basis for each specific type of payment ( i.e., milestone, annual minimum royalties, etc . ) received from all sublicensees in a certain year, do not exceed each such fees and payments owed in a certain year by LICENSEE to SKI hereunder ; and ( e ) reimbursement of patent costs actually incurred by LICENSEE