definiens: shall mean gross cash revenues ( or the fair market value of any other consideration received in lieu of a cash payment, i ncluding, without limitation, securities, materials and equipment ) received by Sponsor or its Affiliates fr om a Sublicensee in consideration of the grant to s uch Sublicensee of a sublicense under any of the Licens ed Subject Matter, but excluding earned royalties a nd any other share of net sales ( including revenue sharing and profit payments ) . Net Sublicensing Income shal l include without limitation any license signing fee, license maintenance fee, minimum royalty payments ( but onl y to the extent not credited against royalties due on Sublic ensee ’s sales of Royalty Products ) or milestone pay ment, and any consideration received for an investment in equ ity ( and conditional equity, such as warrants, conv ertible debt ) of Sponsor to the extent such consideration e xceeds the fair market value of such equity or othe r conditional equity . Not included in the definition of Net Sublicensing Income is income received by Sp onsor or its Affiliates : ( a ) as bona fide loans ; ( b ) from equity investments ( and conditiona l equity, such as warrants, convertible debt ) in Sponsor at market value ; ( c ) a s reimbursements for actual documented patent prose cution costs and patent maintenance expenses ; ( d ) as payme nt or reimbursement for research and development an d / or other services conducted by or for Sponsor, includi ng costs of materials, equipment, manufacturing ser vices or clinical testing, e.g., provided on the basis of fu ll - time equivalent ( ) efforts of personnel at or below commercially reasonable and standard FTE rates ( ) and/or the reimbursement of out- of - pocket expenses ; and ( e ) income to Sponsor from a S ublicensee for commercial manufacturing of goods if such goods are intended for resale to third parties and the revenue derived from sales of such goods will b e treated as Net Sales and subject to an earned royalty due to B uck . In addition, Sponsor shall have the right to d educt from Net Sublicensing Income withholding taxes and other taxes, duties and similar amounts owing with respe ct to payments included within Net Sublicensing Income, b ut excluding what are commonly referred to as incom e taxes