definiens: shall mean the net monetary and non - monetary consideration actually received byCypress or any of its Affiliates in connection with any Asset License, after deducting any investment banking, broker, accounting, tax and legal fees paid by Cypress directly related to such Asset License, including net licensing fees, royalties, milestones3 or similar amounts to the extent actually paid to Cypress or any of its Affiliates ( but excluding ( a ) amounts paid to Cypress bythe licensee or any of its Affiliates for research and development activities ( at actual fully burdened cost ) conducted byCypress or any of its Affiliates during the term of the Asset License, for the supply of goods ( at actual fully burdened cost ) byCypress or any of its Affiliates in connection with any such Asset License or for promotion activities with respect to theProduct of sales representatives of Cypress or any of its Affiliates, ( b ) any bona fide loan made to Cypress or any of itsAffiliates in connection with any such Asset License ( except to the extent forgiven without being paid ), ( c ) amounts paid fordebt or equity securities of Cypress or its Affiliates to the extent of fair market value of such debt or equity securities and(d ) in the event that an Asset License includes the right for Cypress or any of its Affiliates to incur expenses related to thecommercialization of a Product ( including expenses related to the launch and preparation for launch of such Product),amounts paid to Cypress or any of its Affiliates by the licensee or any of its Affiliates to reimburse any such expenses incurredby Cypress or any of its Affiliates )