definiens: means all consideration received by MirnaRx ( or it s Affiliate ) from a Sublicensee in consideration of the grant of a subl icense under the Licensed Patents to such Sublicens ee ( which may include upfront fees, milestone payments, royal ties and other similar fees ), but excluding : ( a ) an y amounts paid as reimbursement of research or development co sts and expenses incurred by MirnaRx or its Affilia te ( including past and ongoing costs and expenses ) rel ating to Licensed Product ; ( b ) direct reimbursement of patent prosecution or enforcement costs ; ( c ) payments of a share of amounts recovered in enforcing 7 Execution Version [ CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CE RTAIN PORTIONS OF THIS DOCUMENT . EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [ * * * ], HAS BEEN FILED SEPARATELY WITH T HE SECURITIES AND EXCHANGE COMMISSION . ] patent or other intellectual property rights ( excep t to the extent such share is calculated or treated as royalties under the terms of such sublicense ) ; ( d ) transfer p rice payments for sale of compounds or products ( [ * * * ] of actual fully - burdened cost of goods ; ( e ) bona fide loans on commercial terms ; and ( f ) any payments mad e to purchase equity in MirnaRx or a MirnaRx Affiliate a t fair market value