definiens: shall mean any payments th at COMPANY, an AFFILIATE, or the stockholders of such COMPANY or AFFILIATE, receive from a SUBLICENSEE as consideration for a SUBLICENSE of the PATENT RIGHTS granted to COMPANY and AFFILIATES under Section 2.1 of this Agreement with respect to the research, development, manufacture, marketing, distribution, use and/or sale of a LICENSED PRODUCT and/or LICENSED PROCESSES, includi ng without limitation initial payments, closing payments, license fees, milestone payments ( net of any amount due to M.I.T. under Section 4.1(c ) for a substantially identical milestone event ), license m aintenance fees, option exercise payments and other payments, regardless of how such payments are defined, but sp ecifically excluding ( i ) royalties on NET SALES, ( ii ) RESEARCH SUPPORT PAYMENTS, ( iii ) payments rece ived and applied to any out - of - pocket expenses related to the filing, prosecution, protection, def ense, enforcement and maintenance of patents and pa tent applications and ( iv ) payments made as consideratio n for the issuance of equity or debt securities of COMPANY or AFFILAITES at fair market value ( excluding amoun ts in excess of the fair market value of such secur ities )