definiens: means all consideration received by [COMPANY] or its Affiliates froma current or prospective sublicensee in consideration for the grant to or by, or the exerciseby, such sublicensee or its Affiliate or licensee of an option, license, or other right toDevelop or Commercialize any Product ( and, for purposes of clarity, the term Productshall not include any Non - [COMPANY] Product ), which may include upfront payments, optionfees, license fees, annual maintenance fees, minimum annual payments, and milestonepayments, but specifically excludes payments received by [COMPANY] or its Affiliates ( a ) thatconstitute royalties and other payments based upon the magnitude of sales of Products,(b ) as consideration for the issuance to such sublicensee of equity or debt securities ofEditas or its Affiliates to the extent above the fair market value, ( c ) for providingDevelopment or Commercialization services to such sublicensee after the effective dateof the agreement between [COMPANY] and such sublicensee on normal commercial terms ; or(d ) as reimbursements or funding for research and development costs and reasonablepatent prosecution, maintenance, or defense expenses actually incurred by [COMPANY] or itsAffiliates