definiens: shall mean any payments that COMPANY receives from a SUBLICENSEE inconsideration of the sublicense of the rights granted COMPANY under Section 2.1, including without limitation licensefees, milestone payments ( net of any amount due to M.I.T. under Section 4.1(c ) for a substantially identical milestoneevent ), license maintenance fees, and other payments, but specifically excluding ( i ) royalties on NET SALES orpayments as a sharing of profits from NET SALES of LICENSED PRODUCTS or LICENSED PROCESSES,(ii ) RESEARCH SUPPORT PAYMENTS, ( iii ) reimbursement of out - of - pocket patent prosecution and defenseexpenses for PATENT RIGHTS, and ( iv ) payments made as consideration for the issuance of equity or debtsecurities of COMPANY at fair market value ( excluding amounts in excess of the fair market value of suchsecurities ) . As used herein a milestone event shall mean the achievement of a functionallyequivalent developmental goal for a LICENSED PRODUCT ; for example, the commencement of a Phase 2 clinicaltrial is a substantially identical milestone event as completion of a Phase 1 clinical trial, as both are in recognition of aLICENSED PRODUCT having completed Phase 1 trials and entering into Phase 2 trials . In addition, with respect to, shall mean NET SALES less selling expenses andmanufacturing costs of the product, and such payments shall not include milestone and/or bonus payments related tosales of LICENSED PRODUCTS or LICENSED PROCESSES