definiens: means all cash payments, the fair market cash value of any equity consideration(less base amounts paid for such equity consideration ), and forgivable loans ( to the extent actually forgiven ) receivedby or due to EOS or its Affiliates from a Third Party in consideration for the grant of a sublicense under theAdvenchen Technology, including any upfront payments, license maintenance fees, milestone payments or the like, less any milestone payments previously made to [COMPANY] under Section 8.2 or 8.3 . For avoidance of doubt, will not include : ( a ) running royalties ( including any amounts paid based upon sales of aProduct ) ; and ( b ) any payment received from a sublicensee that shall be paid back to said sublicensee by EOS in thefuture . It is also understood that shall not include amounts received in connection with amerger, consolidation or sale of substantially all of the business or assets of EOS