definiens: means ( a ) cash payments made to Acuity in consideration of the sublicense ; and(b ) the fair market value of any non - cash consideration received by Acuity from a sublicense in consideration of thesublicense other than ; provided, however that the following shall not be included in the calculation of Net SublicensePayments ( i ) reasonable amounts received in exchange for equity investments in Acuity by a sublicensee,(ii ) sponsored research funding paid to Acuity by a sublicensee in a bona fide transaction for future research to beperformed by Acuity ; ( iii ) payments for consulting services actually performed by Acuity in a bona fide transaction atarms length rates ; and ( iv ) intellectual property rights received by Acuity from a sublicensee, including, but not limitedto, licenses or sublicenses to intellectual property rights, covenants not to compete against Acuity, or agreements notto assert claims against Acuity