definiens: shall be defined as any fees ( including any in -kind consideration ) owed to or received by Licensee, e.g., up -front fees, sublicense maintenance fees, milestone payments or any other sublicense revenues ( other than royalties ) under a sublicense ( ) . Sublicense Revenue shall exclude : ( i ) actual and verifiable payments to be used as future research and development funding including costs of materials, equipment and manufacturing services and testing, but direc t and indirect costs of such research and development in excess of 115 % of the cost of raw materials and FTE costs above commercially reasonable and standard FTE rates will be considered Sublicense Revenue ; ( ii ) debt financing at fair market returns ; and, ( iii ) purchase of equity . Notwithstanding the foregoing, if a Sublicensee receives equity of Licensee, and the purchase price of such equity exceeds 100 % of the fair market value of such equity ( such excess being referred to as the ), then such pr emium shall be considered Sublicense Revenue . For 11 the purpose of clarity, revenue expressly excluded from Sublicense Revenue under this subparagraph shall not be considered a Licensed Service subject to an earned royalty under Article 7