definiens: shall mean any strategic alliance, partnership, joint venture, manufacturing arrangement, or other business arrangement between Licensee and a commercial Third Party in which ( i ) a new legal businessentity ( the ) is organized by Licensee and/or such Third Party and granted rights by Licensee under the Patent Rights ( orassigned this Agreement pursuant to Article 13.01 ), ( ii ) Licensee receives a payment as consideration for entering into such transaction, and(iii ) Licensee and such Third Party, or in either case, an Affiliate of either of the foregoing, are each issued equity or given voting controlinterests or future revenues in the New Entity . shall include upfront cash fees, periodic maintenance fees, and other cashpayments or non - cash economic consideration actually received by Licensee from such Third Party or the New Entity as consideration forthe formation or continuation of an Alliance . Alliance Fees shall not include amounts received by Licensee in the form of research anddevelopment funding, payments for Licensee ’s equity or debt securities ( to the extent any amounts received do not exceed the fair marketvalue of such equity or debt ), equity or debt investments, performance - based research milestones, royalties or other payments calculated onthe basis of net sales or development milestones, or fees for hiring contractors to develop or manufacture all or components of any LicensedProducts, Licensed Processes or Licensed Services