definiens: shall mean the fair market cash value of any and all non - running royaltyconsideration received by Adial from Sublicensees in connection with the grant of rights to the Licensed Patentsunder its Sublicenses, including without limitation license issue fees, option fees and other licensing fees, milestonepayments, minimum annual royalties, equity or other payments of any kind whatsoever ( but excluding runningroyalties paid for, and other payments calculated on the basis of, Net Sales of Licensed Products by Sublicensees),irrespective of whether such revenues are received in the form of cash, barter, credit, stock, warrants, release fromdebt, goods or services, licenses back, a premium on the sale of Equity ( i.e., payments for Equity that exceed thethen - current fair market value of the Equity ), equity exchanges ( where the value attributed to Equity is greater than thethen - current fair market value ), or any other form whatever . Sublicensing Revenue shall exclude purchases of equityor debt of Adial at or below fair market value, payments made for actual manpower, overhead, material costs, and out - of - pocket or third party costs and expenses in carrying out research and development projects as reasonably detailedin collaboration or research agreements