definiens: shall mean any and all payments received by Company fromSublicensees in consideration for granting such Sublicensees a sublicense of the rights granted to Company underthis Agreement, including, without limitation, sublicense issue fees, lump sum payments, option fees, milestonepayments ( but only to the extent such milestone payments are in excess of the milestone payments required to bepaid by Company under this Agreement ) or other similar payments, provided, however, that Net Sublicensing Revenueshall exclude ( i ) payments made to finance research and development of Products, including without limitation, thosepayments intended to pay for the purchase or use of equipment, supplies, products or services, and/or the use ofemployees and/or consultants, ( ii ) payments made by a Sublicensee in consideration of the issuance by Company ofequity or debt securities and not in consideration of the sublicense of rights under this Agreement, ( iii ) and royalties onNet Sales . To the extent Company receives compensation for both a grant of a sublicense of rights granted under thisAgreement and the grant of other rights or licenses or undertaking of other obligations, such compensation will bereasonably apportioned between that amount attributable to the sublicense of rights granted hereunder, which shall bedeemed Net Sublicensing Revenue, and that amount attributable to the grant of other rights or licenses or undertakingof other obligations, which shall be excluded from Net Sublicensing Revenue, such apportionment to be reasonablyagreed upon by the parties . However, if the parties can not agree upon such apportionment, senior management fromeach party will meet to discuss such apportionment and if senior management is unable to reach agreement, eachparty will select an independent expert with experience in valuation on intellectual property licenses in biotechnology, and the experts so chosen will agree upon such apportionment which shall be final and binding on the parties