definiens: means all consideration Company receives from a Sublicensee pursuant toany Sublicense, including any upfront payment, milestone payments and royalty payments ( excluding that portion ofany milestone or royalty payment made by a Sublicensee that is intended to reimburse Company for its milestone androyalty obligations to [COMPANY] under Article 8 hereof ), collaboration fee, and premiums on equity investments in Company(with the premium to be reasonably allocated to the value of this Agreement as compared the Company ’s otherassets ) ; provided, that if such equity investment is coupled with a change of control of the Company ( as definedunder the Securities Exchange Act of 1934, as amended, or equivalent legislation outside of the U.S., if applicable),then any such equity premium will be included only to the extent that such premium is more than [ * * * ] above thevolume weighted average price of the common stock of Company for the [ * * * ] trading days on the Nasdaq StockMarket ending on the date that is [ * * * ] trading days on the Nasdaq Stock Market prior to the first publicannouncement of the proposed equity investment, but excluding, for clarity, any amounts received by Company:(a ) as bona fide, fair market value, actual reimbursement for research, Development or Commercialization activitiesperformed or paid for by Company after the grant of a Sublicense, and only to the extent they are documented and arereasonably detailed in a written report provided to [COMPANY] ; ( b ) for reimbursement of Company ’s fully - burdened cost tomanufacture and supply Licensed Products or Licensed Compounds ; or ( c ) in the form of bona fide loans made bySublicensee to Company . For clarity Sublicense Revenues include the difference between ( x ) the SublicenseRevenue payment or royalty received by Company from a Sublicensee on Net Sales or for a given milestone eventand ( y ) the payment Company pays to [COMPANY] for a particular payment under the Agreement for the same Net Sales orevent ( e.g., ( i ) the difference between the milestone payment Company receives from a Sublicensee and themilestone payment Company pays to [COMPANY] for the same milestone event or ( ii ) the difference between the royaltyrates for a given tier )