definiens: means ( i ) revenue not based on NET SALES ( including, without limitation, any license issue fees, maintenance fee s, milestone payments, other royalties ) that LICENSEE or its AFFILIATE actually receives from an y non - AFFILIATE SUBLICENSEES in consideration for a sublicense under the PATENT RIG HTS, and ( ii ) amounts actually received by the LICENSEE from any non - AFFILIATE third party in cons ideration of the grant to such third party of an option to obtain a sublicense of the LICENSEE ’s rights under this Agreement, provided that, for the sake of clarity, SUBLICENSE REVENUE will not includ e amounts received by or payable to LICENSEE or its AFFILIATE that are reasonably and f airly attributable to any of the following to the extent that each is bona fide : ( a ) debt financing of LICENSEE or its AFFILIATE, ( b ) amounts received by the LICENSEE as the purchase price, at fair mark et 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 LICENSEE or its AFFILIATE ; ( c ) reimbursements to LICENSEE or its AFFILIATE of costs for filing, pros ecuting and maintaining PATENT RIGHTS ; ( d ) reimbursement to LICENSEE or its AFFILIATE for the cost of research and/or development activities performed or services or materials provi ded by LICENSEE or its AFFILIATE after the EFFECTIVE DATE on the basis of reimbursement of out -of - pocket expenses and/or payments for full - time equivalent ( ) efforts of personnel at com mercially reasonable and standard FTE rates for the location of LICENSEE or its AFFILIATE, and ( e ) roya lty payments or revenue or profit sharing payments based on NET SALES