definiens: means all payments or other consideration that Licensee or any of itsAffiliates receives in connection with a Product Agreement including but not limited to upfront fees, milestone payments, license maintenance fees, equity consideration and other considerationreceived by or on behalf of Licensee or any of its Affiliates from each Product Agreement butexcluding ( i ) amounts received by Licensee or any of its Affiliates as payment for the cost ofmanufacture or supply of any Licensed Product or performance of a Licensed Process by suchLicensee or Affiliate, ( ii ) royalties paid to Licensee or any of its Affiliates as a percentage of the netsales of any Licensed Product or provision or practice of any Licensed Process, ( iii ) amountsreceived by Licensee or any of its Affiliates in connection with achievement of a milestone, up to theamount of any milestone payment made to CHOP under Section 6.2 that is triggered by theachievement of the same milestone ( so that amounts received by Licensee or any of its Affiliatesthat exceed the amount of the milestone payment under Section 6.2 shall be included in ), ( iv ) reimbursements of documented out - of - pocket patent expenses incurred by Licensee orany of its Affiliates on a pass - through basis for reimbursement of patent prosecution or patentmaintenance expenses, ( v ) cash or other consideration paid for debt or equity securities of Licenseeor any of its Affiliates on fair market value terms and ( vi ) cash or other consideration paid for futurebona fide research and development services performed for the other party to the Product Agreementby Licensee or its Affiliates . If Licensee or any of its Affiliates receives non - cash consideration inconnection with a Product Agreement, or in the case of transactions not at arm ’s length, Non - RoyaltyIncome shall be calculated based on the fair market value of such consideration or transaction, at thetime of the transaction, assuming an arm ’s length transaction made in the ordinary course ofbusiness