1.10"Non-Royalty Sublicense Income" means any payments or other consideration received by Licensee or any of its Affiliates from Sublicensees or their Affiliates as full or partial consideration for the grant of any sublicense by Licensee in accordance with Article 3 of this Agreement, other than royalties based on Gross Sales Revenue. If Licensee or any of its Affiliates receive non-cash consideration in connection with a Sublicense or in the case of transactions not at arm's length, Non-Royalty Sublicense Income will be calculated based on the fair market value of such consideration or transaction, at the time of the transaction, assuming an arm's length transaction made in the ordinary course of business.