definiens: means any Payment ( defined below ) that [COMPANY] receives from a sublicensee in considerationfor a Sublicense, including, but not limited to, license fees, milestone payments, and license maintenance fees, but excluding:(a ) royalty payments on the sale of Aminoglycoside Products, ( b ) payments made in consideration of equity or convertibledebt securities of [COMPANY] at fair market value ( but including any premium over fair market value that is paid for suchequity or debt securities ), ( c ) payments specifically committed to reimburse [COMPANY] for the cost of research anddevelopment ( charged at [COMPANY] ’s fully - burdened costs ) incurred after the effective date of the applicable Sublicense,(d ) payments specifically committed to reimburse [COMPANY] for the direct out - of - pocket cost of patent prosecution andmaintenance incurred after the effective date of the applicable Sublicense, ( e ) bona fide, interest bearing non - convertible loans(unless and until such loans are forgiven or repaid at a discounted rate ), payments to reimburse [COMPANY] ’s costs for productsor materials and ( f ) any applicable withholding taxes and any other amounts actually withheld against the amounts actuallyreceived by [COMPANY] or its Affiliates unless or until [COMPANY] or its Affiliates recoup such taxes and charges . For purposesof calculating Sublicense Revenue, a series of Sublicenses to the same sublicensee or related sublicensees will be aggregatedto constitute a single Sublicense . As used in this definition, shall mean a payment that [COMPANY] receives in cash, or in the form of debt or equity of the sublicensee . If [COMPANY] receives such a Payment in the form of debt or equity of thesublicensee, the portion of such payment due to Isis under Section 4.2 shall be paid in kind ( i.e., [ * * * ] of such debt or equitywill be transferred to Isis ) ; provided that [ * * * ] )