definiens: means any cash consideration ( including upfront p ayments, milestone payments, and royalties ), and the cash equivalent o f all other consideration, actually received by ZIO PHARM or its Affiliate from a Third Party in consideration f or a grant of a sublicense under the [COMPANY] IP or any rights to develop or commercialize ZIOPHARM Products, but exc luding : ( a ) any amounts paid as bona fide reimbursement for research and development costs to the extent incurred following such grant ; ( b ) bona fide loans or any payments in consideration for a grant of equity of ZIOPHARM to the extent that such consi deration is equal to or less than fair market value ( i.e. an y amounts in excess of fair market value shall be S ublicensing Revenue ) ; or ( c ) amounts received from sublicensees in respect of any ZIOPHARM Product sales that are included in Net Sales