definiens: means any cash consideration, or the cash equivalent valuc of non - cash consideration, regardless of whcthcr in thc form of upfront payments, milestones, or royalties, actually received by Ampliphi or its Affiliate from a Third Party in consideration for a grant of a subliccnsc under the [COMPANY] II ' or any rights to develop or Commercializc Ampliphi Products, but excluding : ( a ) any amounts paid as bona fide reimbursement or prepayment for research and development costs to the extent incurred following such grant ; ( b ) bona fide loans or any payments in consideration for a grant of equity of Ampliphi to the extent that such consideration is equal to or less than fair market value ( i.e. any amounts in excess of fair market value shall be Sublicensing Revenue ) ; and ( c ) amounts received from sublicensees in respect of any Ampliphi Product sales that arc included in the caleulation of royalty payments made to [COMPANY] under Section 5.4(a )