definiens: means all consideration received by Licensee or its Aﬃliates for a Sublicense suchas license or distribution fees, milestone or option payments, or license maintenance fees, including any considerationreceived by Licensee under a Sublicense, but excluding reimbursement of future research and development by or for theLicensee at Licensee ’s fully burdened cost, reimbursement for patent expenses ( including prosecution and enforcementexpenses ) paid to third parties at out - of - pocket cost to Licensee, reimbursement of commercialization expenses ofLicensee under a co- promotion arrangement at Licensee ’s cost ( determined in accordance with U.S. generally acceptedaccounting principles consistently applied ), reimbursement of license, option, or other fees paid to third parties at out - of - pocket cost to Licensee, proceeds from equity investments to the extent at fair market value, principal amount of loans tothe extent not forgiven, the [ * * ] of any [ * * ] that is received by Licensee or its Aﬃliates under such Sublicense, based on [ * * ], to the extent such [ * * ] of such [ * * ] does not exceed Licensee ’s and its Aﬃliates ’ [ * * ] following the eﬀective date of theSublicense ( taking into consideration the [ * * ] ), provided that with respect to [ * * ] on which such [ * * ] is based, [ * * ], androyalties on Net Sales of Licensed Products