definiens: shall mean payments received by Company or its Affiliates from a Sublicensee, including upfront fees, option fees ( except to the extent such amounts are used for costs incurred in the research and/or development of Licensed Products ), milestone payments, license maintenance fees, and other payments received by Company or its Affiliates from such third party in consideration for the grant of a Sublicense ; provided Sublicense Revenue shall not include : ( a ) royalties and profit sharing payments ( the Net Sales on which such royalties and profit sharing payments are based shall be subject to royalties under Section 3.B below ) ; ( b ) amounts received as payment for equity or debt securities of Company or its Affiliates ; ( c ) option fees, solely t o the extent such funds are expended for research and development of Licensed Products ; ( d ) any amounts paid to Company or its Affiliates for reasonable reimbursement of research and/or product development of Licensed Products, or patent prosecution, defen se, enforcement and maintenance expenses for Licensed Patents ; and/or ( e ) payments received for reasonable pre -clinical or clinical research, development, regulatory activities, manufacturing or commercialization activities for Licensed Products undertaken by or on behalf of Company or its Affiliates ( including, without limitation, fully loaded research and development expenses and related full - time equivalent costs ) . If intellectual property or products other than the Licensed Patents, Technical Informatio n or Licensed Products are licensed concurrently to such third party, then Sublicense Revenue shall include only those amounts attributable to the sublicense of the Licensed Patents, Technical Information or Licensed Products, as the case may be, which sha ll be determined by Company or its Affiliates in good faith . In any such case, Company shall notify University of its proposed allocation, and the parties shall discuss such matter in good faith . If the Parties are unable to agree on the allocation of Subl icensee Revenue attributable to the Licensed Patents and Technical Information, either Party may request that such matter be resolved by arbitration by the American Arbitration Association ( AAA ) in accordance with its procedures under its Commercial Arbitr ation Rules . The award of the arbitrator(s ) will be binding, and judgment upon the award may be entered in any court having jurisdiction thereof . All ADR proceedings will be conducted in the English language