definiens: means the Gross Consideration received by the Licensee or its Affiliate from a Sublicensee in consideration of the grant of a sublicense under the Licensed Subject Matter ( including . without limitation, license or option or distribution fees, fees to maintain license rights, and bonus / milestone payments ) . but excluding amounts received as running royalties or other revenue sharing based on Net Product Sales or Net Service Sales for which LLU receives a running royalty under Section 3.2 . For the avoidance of doubt, Non­Royalty Sublicensing Consideration shall not include bona fide : ( a ) running royalties received by Licensee or an Affiliate based on Net Product Sales or Net Service Sales that are royalty - bearing to LLU under Section 3.2, ( b ) purchase price for Licensee 's stock or other securities not in excess of fair market value, and ( c ) amounts paid and used exclUSively for research and development of Licensed Products or Licensed Services by Licensee