definiens: means the non - royalty payments received by Immune Design or any of itsAffiliates in consideration for the grant of a sublicense under the Licensed Patents or Licensed Know - How to a ThirdParty for any countries in the Territory, including : ( a ) upfront fees ; ( b ) milestone payments only to the extent nototherwise payable as specified in Section 6.2 ; and ( c ) non - cash payments ( valued at fair market value ) provided that, at Immune Design ’ sole discretion, Immune Design may submit payments for such non - cash portion of theSublicensee Revenue either in cash or in the same form of non - cash compensation received by Immune Design or itsAffiliates . For clarity, Sublicensee Revenue shall exclude in any event : ( w ) any payments among Immune Design andits Affiliates ; ( x ) royalties received from the sale of Licensed Products ; ( y ) amounts received by Immune Design orany of its Affiliates that are attributable to other license or sublicense rights, supplying materials, providing services, reimbursement of expenses ( e.g., expenses related to patents ) incurred after the execution of the applicablesublicense agreement, reimbursement of payments or payment obligations of Immune Design or its Affiliates to ThirdParties incurred or made after the execution of the applicable sublicense agreement, research and developmentactivities performed or to be performed by or on behalf of Immune Design or its Affiliates, provided that if suchamounts received exceed the fair market value of the activities performed or to be performed, such excess ( and onlysuch excess ) shall be included as Sublicensee Revenue to the extent attributable to such sublicense ; and(z ) amounts received as equity investments in Immune Design or any of its Affiliates at fair market value, providedthat any premium so received above such fair market value shall be included as Sublicensee Revenue to the extentattributable to such sublicense . For clarity, Sublicensee Revenue shall only include amounts paid by first tiersublicensee(s ) of Immune Design or its Affiliates and shall not include payments received by Immune Design or itsAffiliates from other tier sublicensees ( i.e., further sublicensees of the first tier sublicensee )