definiens: means any cash consideration, or the cash equivalent value of non - cashconsideration, regardless of whether in the form of upfront payments, milestones or royalties, actually received byFibrocell or its Affiliate from a Third Party in consideration for a grant of a sublicense under the [COMPANY] IP or anyrights to develop or Commercialize Collaboration Products, but excluding : ( a ) any amounts paid as bona fidereimbursement for research and development costs to the extent incurred following such grant ; ( b ) bona fide loans orany payments in consideration for a grant of equity of Fibrocell to the extent that such consideration is equal to orless than fair market value ( i.e. any amounts in excess of fair market value shall be Sublicensing Revenue ) ; ( c)subject to the waiver provisions of Section 5.2(c ), any payments received by Fibrocell from permitted sublicensees forthe achievement of a Development Milestone Event that is the same as ( or substantially similar to ) a DevelopmentMilestone Event for which [COMPANY] is entitled to receive a milestone payment under Section 5.2(a ) ; ( d ) amountsreceived from sublicensees in respect of any Collaboration Product sales that are included in Net Sales and for whichIntrexon receives revenue sharing payments under Section 5.3(a ) ; and ( e ) to the extent that Fibrocell sublicenses aCollaboration Product to be sold commercially by a sublicensee ( including a Product Sublicensee ) permitted inaccordance with Section 3.2, payments received by Fibrocell ( or its Affiliates ) from such permitted sublicensee forCollaboration Products manufactured under contract by Fibrocell ( or its Affiliates ) on behalf of such sublicensee, however the portion of any payments that are in excess of fair market value shall be Sublicensing Revenue