definiens: means, any monetary consideration actually paid o r incurred, due and payable to Licensee or an Affiliate of Licensee by a Third Party to the extent attributable to a subli cense of the Licensed IP to Develop, Manufacture and/or Commerci alize Licensed Products, including upfront payments, milestone payments and royalty payments ( subject to Section 1.110(v ) ), excluding : ( i ) fair market paym ents made to pay or reimburse Licensee or a Licensee Aff iliate ( as applicable ) ( including full - time - equival ent costs ) for the performance of activities Licensee or a Lic ensee Affiliate ( as applicable ) is required to perf orm under research and development agreements, joint ventures, partnerships or collaboration agreements to resea rch, Develop or Commercialize Licensed Products in excha nge for such payments or reimbursements ; ( ii ) reimbursement of reasonable patent prosecution, defense, enforcement and maintenance and other re lated costs and expenses ; ( iii ) fair market purchases of equity or debt of Licensee or its Affiliates ; ( iv ) fair market purchases of all or substantially all of Licensee ’s or its Affiliate ’s assets ; or ( v ) royalty payments based upon sales of Licensed Products by the Sublicensee up to an amount equal to the applicable rate set forth i n Section 7.3.1 . For clarity and notwithstanding ( i ) above, upfront payments that are generally in suppo rt of research activities and are not specifically for th e performance of research, Development, or Commerci alization activities that Licensee or a Licensee Affiliate ( a s applicable ) is contractually required to undertak e shall be Sublicense Revenue