definiens: means all one - time payments, net of any relevant tax, duties or similar government levies, which shall be non - recurring in nature as actually received by Licensee from Sub - Licensee(s ) under any sub - licence(s ) granted by Licensee to Sub - Licensee(s ), including without limitation any up - front payments and milestone payments to be made by SubLicensee(s ) to Licenseeunder any such sub - licence(s, ) in each case to the extent such amounts are received in consideration of the grant of a sublicense to theInvention, but excluding any amounts received by Licensee that are ( a ) Sub - License Royalties payable under Clause 5.3.2, ( b ) based onsales of Licensed Products, ( c ) loans, ( d ) paid for equity or securities ( or rights to acquire equity or securities ) to the extent not in excessof fair market value, ( e ) paid for supply of products or materials provided at cost or in kind exchange, and ( f ) reimbursements of costs andexpenses incurred by Licensee, including for patent - related expenses or costs incurred in performing research, development and / orservices thereunder