definiens: means ( a ) cash payments made to Licensee in consideration of the sublicense;and ( b ) the fair market value of any non - cash consideration received by Licensee from a Sublicense inconsideration of a Sublicense ; provided, however that the following shall not be included in the calculation ofNet Sublicense Payments ( i ) reasonable amounts received in exchange for equity investments in Licenseewhere no Sublicense is granted in consideration for such amounts received in exchange for equity investments;(ii ) sponsored research funding paid to Licensee by a sublicensee in a bona fide transaction for future researchto be performed by Licensee, where no Sublicense is granted in consideration for such amounts received inexchange for future research to be performed by Licensee ; ( iii ) payments for consulting services actuallyperformed by Licensee in a bona fide transaction at arms length rates where the consulting services do notutilize the Technology ; and ( iv ) intellectual property rights received by Licensee from a Sublicensee, including, but not limited to, licenses or sublicenses to intellectual property rights, covenants not to compete againstLicensee, or agreements not to assert claims against Licensee where no sublicense to Technology is granted inexchange for such rights