definiens: means any cash consideration, or the cash equivalent value of non - cash consideration, regardless of whether in the form of upfront payments, milestones, or royalties, actually received by Fibrocell or its Affiliatefrom a Third Party in consideration for a grant of a sublicense under the [COMPANY] IP or any rights to develop or CommercializeFibrocell Products, but excluding : ( a ) any amounts paid as bona fide reimbursement for research and development costs to theextent incurred following such grant ; ( b ) bona fide loans or any payments in consideration for a grant of equity of Fibrocell tothe extent that such consideration is equal to or less than fair market value ( i.e. any amounts in excess of fair market valueshall be Sublicensing Revenue ) ; and ( c ) amounts received from sublicensees in respect of any Fibrocell Product sales that areincluded in Net Sales