definiens: shall mean any cash upfront payment received by [COMPANY] or its Affiliates from a Sublicensee . For clarification, if [COMPANY] forms an Affiliate of [COMPANY], which Affiliate 's only asset is [COMPANY] ' rights in Licensed Compounds and Licensed Products and/or Additional Compounds and Additional Products, then any cash upfront payment received by such Affiliate of [COMPANY] from a pharmaceutical company, biotechnology company or other similar life sciences business entity ( for clarification, any investment in such Affiliate by a venture capital or private equity firm purely as a financial investment is excluded ) in order to acquire rights to Licensed Products and/or Additional Products or to acquire an ownership interest in such Affiliate shall be deemed to be Sublicense Fees . In addition, if [COMPANY] assigns to a Third Party only its business or assets with respect to Licensed Compound and Licensed Product or Additional Compound and Additional Product, but not any other business or assets of [COMPANY] to a Third Party or the business and assets of [COMPANY] as a whole, then any cash upfront payment received by [COMPANY] from such Third Party in order to acquire such business or assets with respect to Licensed Compound and Licensed Product or Additional Compound and Additional Product shall be deemed to be Sublicense Fees . Notwithstanding the foregoing, the term shall not include any monies ( or equivalent value ) received by [COMPANY] or its Affiliates from a Sublicensee which is a payment in the form of : ( a ) royalties on actual sales to Third Parties, ( b ) milestone payments linked to attainment of research, development and commercialization goals, ( c ) support, at fair market value, of [COMPANY] ' or its Affiliates ' laboratory research and development programs, ( d ) bona fide loans, ( e ) equity investments in [COMPANY] or its Affiliates at fair market value ( except as expressly provided in the immediately preceding sentence ), or ( f ) payment to [COMPANY] or its Affiliates in connection with the grant of rights to any other intellectual property ofNeurogenetics or its Affiliates