definiens: means all revenue, in whatever form but excluding Sublicense Royalties, actually received by the Licensee or any of its Affiliates from a Sublicensee in consideration of its granting a such Sublicensee a sublicense to any of its rights under this Agreement, including, without limitation, annual milestone attainment, sublicense issuance, maintenance or up -front payments, or technology access fee . Sublicense Revenue shall exclude ( a ) royalties and profit sharing payments ; ( b ) amounts received for equity or debt securities of Licensee or its Affiliates or the sale of all or substantially all of the business or assets of Licensee or its Affiliates to which this Agreement pertains ; ( c ) any amounts received as reimbursement of resear ch and/or product development, or patent prosecution, defense, enforcement and maintenance expenses, ( d ) amounts received for achievement of milestones based upon events substantially similar to the milestone events identified under this Agreement ; and ( e ) amounts received for the supply of Licensed Product by or on behalf of Licensee or its Affiliates to such Sublicensee