definiens: means all amounts received by Roivant and its Affiliates from any Sublicensee in consideration of the grant to such Sublicensee of a Sublicense . Without limiting the generality of the foregoing, Sublicensee Revenue shall include up -front fees, license fees, milestone payments ( except as expressly specified below ), technology access fees, premiums above the fair market value on sales of debt or equity securities of Roivant or its Affiliate, and annual agreement maintenance fees, and any other payments attrib utable to the grant to such Sublicensee of a Sublicense ; provided, however, that [ * * * ] . Notwithstanding the foregoing, Sublicensee Revenue shall exclude : ( i ) royalties and commercial milestone payments paid or payable by any Sublicensee to Roivant or its Affiliates with respect to a Sublicensee ’s sales or other dispositions of Proprietary Drugs or Licensed Products ; ( ii ) bona fide research and development funding ( e.g., FTE funding ) received from a Sublicensee for Roivant ’s or its Affiliate ’s employees ’ pe rformance of specified research and development work with respect to any Proprietary Drug or Licensed Product after the date of the Sublicense, which may be calculated on a fully -burdened basis, and reimbursement by such Sublicensee of documented external costs incurred by Roivant or its Affiliate after the date of the Sublicense for specialized materials ( except for standard materials costs included in Roivant ’s or its Affiliate ’s fully -burdened FTE rate ), specialized equipment and Third Party services, in each case, specifically for such specified research and development work with respect to any Proprietary Drug or Licensed Product ; ( iii ) payments for equity securities of Roivant or its Affiliate [ * * * ], as determined in good faith by Roivant ’s or its Affi liate ’s Board of Directors, if such securities are not then traded on a public securities exchange, or as determined by the closing price of such securities of Roivant or its Affiliate ( as applicable ) on the date of receipt, if such securities are then tra ded on a public securities exchange ; ( iv ) payments for debt securities of Roivant or its Affiliate [ * * * ] in full ( whether in cash or in kind ) ; and ( v ) payments and reimbursements by any Sublicensee of patent costs actually incurred by Roivant or its Affili ate after the date of the Sublicense