definiens: shall mean any payments or other consideration that the Company and its Affiliates receive in connection with a license in the Field of Use, incl uding without limitation, license fees, license opt ion fees, milestone payments, license maintenance fees, and e quity, provided that in the event that the Company receives non - monetary consideration in connection with a lic ense, or in the case of transactions not at arm ’s l ength, License Receipts shall be calculated based on the fair mark et value of such consideration or transaction, assu ming an arm ’s length transaction made in the ordinary course of b usiness . Notwithstanding the foregoing, shall not include equity investments in the Company or loans to the Company or advances of investments and loans to the Company or its Affiliates . The term shall not include funds that are d esignated for research and development of Products and that are a ctually expended on research and development of Pro ducts in accordance with a written development plan and budg et as evidenced in the Company ’s written records