definiens: shall be construed accordingly . 1.44 . shall mean all upfront, realized contingent, and m ilestone payments received by TGTX or its Affiliate from Sublicensees, excluding : ( a ) the portion of amounts received by TGTX or its Affiliate from such Sublicensee as the purchase price for TGTX 's or its Affiliate ’s debt o r equity securities ; provided that any amount paid above the fair market value for such securities ( which shall be the Share Value, if applicable, but calculated a s a * -day volume weighted average price following an announce ment of the securities purchase ) shall be part of Sublicense Income, and ( b ) the portion of amounts received by TGTX or its Affiliate to fund the direct cost of research or development activities to be performed in connection with the relevant Sublicense, or serv ices or goods obtained for use in connection with the relev ant Sublicense