definiens: means any fees, payments or other consideration [COMPANY] or its Affiliate receives froma Sublicensee under a Sublicense, including license fees, up - front payments, milestone payments ( includingdevelopment, regulatory, and sales - based milestones ), royalty pre - payments, cancellation or forgiveness of debt, orlicense maintenance fees, and payments made by a Sublicensee in consideration of equity or debt securities ofAkcea or an [COMPANY] Affiliate above the then fair market value but excluding : ( a ) payments made in consideration ofequity or convertible debt securities of [COMPANY] or its Affiliates at fair market value ( provided that any premium over fairmarket value that is paid for such equity or debt securities will be Sublicense Revenue ), and ( b ) payments made toAkcea or its Affiliates explicitly designated in the applicable Sublicense to fund future Development Expenses orSales & Marketing Expenses of Products by [COMPANY] or its Affiliates after the effective date of such Sublicense andAkcea or its Affiliates are contractually obligated to spend such payments