definiens: means all compensation or consideration of any ki nd received pursuant to a Sublicense, and includes any payments made by a Thi rd Party to ASOthera on behalf of a sublicensee ; pr ovided, however, that Sublicense Revenue specifically exclu des : ( a ) any royalties or profit share amounts attributa ble to sales of Licensed Products ( provided that such sales form the basis of royalties paid to Univ ersity ) ; ( b ) payments specifically committed in the Sublicen se to cover actual costs incurred or to be incurred by ASOthera ( including equipment purchases and full - time equivalent personnel actually provid ed by ASOthera ) in the research and development of Licens ed Products which are the subject matter of the Sub license ; ( c ) reimbursement of payments paid by ASOthera to U niversity for milestone events or amounts incurred with respect to the filing, prosecution or maintenance of any Licensed Patents ; ( d ) loans or other debt obligations ( any amounts wh ich are forgiven will be deemed Sublicense Revenue ) ; ( e ) amounts received from any Third Party for the p urchase of equity at fair market value ; 3 CONFIDENTIAL ASOthera 2016 RIS Ref : 14108 ( f ) securities of an Affiliate received from an Aff iliate that are not provided in exchange for the gr ant of a Sublicense ; and ( g ) amounts received in consideration of the sale o f substantially all of the business or assets of ASOthera or any of its Affiliates