definiens: shall mean the amount actually received by Company from sublicensees arising from the grant of a sublicense of the right to make or sell Licensed Products or Licensed Processes, including, but not limited to, up - front license fees, license issue fees, maintenance fees and milestone payments paid by a sublicensee to Company in consideration for the grant by Company of a sublicense of the right to make or sell Licensed Products or Licensed Processes ; provided, however, that shaJl in any event exclude : ( A ) royalties paid to Company by a sublicensee based on such sublicensee 's sale of Licensed Products or Licensed Processes ; ( B ) any payments by a sublicensee to Company that are tied directly to the provision of goods and services by Company to such sublicensee ( including, without limitation, research and development funding ) to compensate Company for the fair market value of the provision of such goods and services ; ( C ) payments for equity or debt securities of Company ( except to the extent such payments exceed the fair market value of such securities on the date of issuance ) ; and ( D ) reimbursement of patent costs actually incurred by Company