definiens: means, as to a Party, ( i ) all cash payments, the cash amounts received by [COMPANY] for any equityconsideration ( less the fair market value of such equity consideration ), the cash amounts received by Institute for funding of itsactivities and forgivable loans ( to the extent actually forgiven ), in each case, received by a Party or its Affiliates in considerationfor a Sublicense, including any upfront payments, license maintenance fees, milestone payments, royalties or the like and(ii ) Sublicensee equity received by a Party or its Affiliates in consideration for a Sublicense ( to the extent Page 5 transferable, provided that to the extent such equity is not transferable, such equity will be transferred to the other Party at thetime it becomes transferable ) less ( iii ) any license or intellectual property payments or fees owed or paid by a Party to ThirdParties for the intellectual property rights relating to research, development or commercialization of a Licensed Product ( includingpursuant to the applicable Approved Research Plan under the applicable Collaboration Research Project ), including, withoutlimitation, pursuant to any Third Party in - license agreement . Net Sublicense Revenue excludes : ( a ) [ * * * ] ; ( b ) [ * * * ] ; ( c ) [ * * * ] ; and(d ) [ * * * ] . It is understood that Net Sublicense Revenue shall not include amounts received in connection with a merger, consolidation or sale of all or substantially all of the business or assets of [COMPANY] ( including the business or assets of [COMPANY] towhich this Agreement relates )