definiens: means in respect of any GDNF Products, all cash payments received, and thefair market value of all non - cash consideration ( excluding the fair market value of any monies paid to AMT in subscriptionfor new AMT equity or other instruments capable of conversion into AMT equity ) received, by AMT and/or any of itsAffiliates from any Third Party in consideration for a transaction, series of transactions or other arrangement in which suchThird Party obtains ( i ) a Sublicense of the Licensed Patent Rights and/or Licensed Know - How ( or any option or other right toobtain a Sublicense of the Licensed Patent Rights and/or Licensed Know - How ) and/or ( ii ) a license of the AMT LicensedPatent Rights and/or AMT Licensed Know - How ( or any option or other right to obtain a license of the AMT Licensed PatentRights and/or AMT Licensed Know - How ), including, without limitation, up - front payments, milestones, royalties, researchfunding ( provided that with respect to research funding payments, only the amounts in excess of AMT ’s external costs andinternal costs directly related to such research activities shall be included ), and any monies paid to AMT in subscription fornew AMT equity or other instruments capable of conversion into AMT equity in excess of the fair market value thereof(provided, however, that Sublicensing Revenue shall exclude Partnered Net Revenues )