definiens: means any and all revenues and non - monetary consideration ( to be valued at the fairmarket value thereof at the date of receipt, except for equity, which shall be valued on the date of disposal by [COMPANY] ) receivedby [COMPANY] or its Affiliates from a Third Party as consideration for the grant of, or any rights in relation to a sublicense under therights granted to [COMPANY] by the Licensors pursuant to Section 2.1, excluding sums received : ( a ) as royalties ; and excluding forthe avoidance of doubt sums received ; ( b ) for the purchase of an equity interest in [COMPANY] equal to or less than the fair marketvalue of such shares at the time of issuance by [COMPANY] ( provided that the value of such equity interest represents not more than [ * ] of the total up front consideration for the grant of the sublicense ) ; ( c ) as fair 5 consideration for research and development work performed for any Third Party by or on behalf of [COMPANY] ; ( d ) as fairconsideration for any other property, rights or services that have been or are expected to be furnished by [COMPANY] to suchsublicensee ; or ( e ) in the form of a loan, as credit or pursuant to a credit line to [COMPANY]