definiens: means all payments received by a Party from a sublicensee in connection with the grant of a sublicense under a development and a commercial license in accordance with Section 4.4 or Section 7.2, including without limitation, royalties, up - fronts, technology access fees, milestones and fifty percent ( 50 % ) of the premium over fair market value paid to such Party in connection with the issuance of securities of such Party where fair market value is based on the number of securities issued multiplied by the average closing price of the stock as quoted on the stock exchange ( NASDAQ or Deutsche Boerse XETRA, respectively ), such average based on a twenty ( 20 ) business day period, but excluding ( a ) payments made to support or fund research and development activities and ( c ) payments made for other rights or tangible property to the extent not in excess of the fair market value of such other rights or tangible property