definiens: shall mean non - royalty revenues received by the Company or AFFILIATED COMPANIES froma SUBLICENSEE(S ) in consideration for the grant of a sublicense under the PATENT RIGHTS, including upfront fees, milestone fees basedon SUBLICENSEE achievements, and any premium paid by the SUBLICENSEE(S ) over Fair Market Value for securities of the Company oran AFFILIATED COMPANY in consideration for such sublicense ; provided that SUBLICENSE CONSIDERATION shall not include amountsreceived ( a ) as running royalties, a profit share, or other payments based on the sale of LICENSED PRODUCT(S ) and LICENSEDSERVICE(S ) ( so long as such royalties, profit share, and other payments are included within the calculation of Running Royalties according toParagraph 3.3 ), ( b ) as reimbursement for patent costs incurred by Company for filing, prosecution and maintenance of PATENT RIGHTS,(c ) for the supply of LICENSED PRODUCTS, or other products, materials to such SUBLICENSEE for resale to a third party, ( d ) as amountspaid to the Company or an AFFILIATED COMPANY by the SUBLICENSEE(S ) for milestone payments based on SUBLICENSEE’Sachievements ( but only if Company owes a milestone payment to JHU for that same achievement, ( e ) as loans, ( f ) for purchase of securities ofCompany at Fair Market Value, and ( g ) as payments for product development, research work, clinical studies and regulatory approvalsperformed by or for the Company or AFFILIATED COMPANIES ( including third parties on their behalf ), each pursuant to a specific agreementproviding for a work plan and reasonable budget . The term shall mean ( i ) if the stock is publicly traded, the average pricethat the stock in question is publicly trading at for twenty ( 20 ) days prior to the announcement of its purchase by the SUBLICENSEE(S ), ( ii ) ifthe stock is not publicly traded, and the Company or AFFILIATED COMPANY has had a private equity financing ( including a financing withdebt securities convertible to equity ) within one ( 1 ) year, the value of such stock as determined by the most recent such private financingthrough a financial investor ( an entity whose sole interest in the Company or AFFILIATED COMPANY is financial, including an investmententity owned or controlled by a pharmaceutical company or other operating company that makes an investment separate from a sublicensegranted to its parent company ) of the Company or AFFILIATED COMPANY that issued the shares, or ( iii ) if the stock is not publicly traded, and the Company or AFFILIATED COMPANY has not had a private equity financing ( including a financing with debt securities convertible toequity ) through a financial investor ( as defined above ) within one ( 1 ) year, a value to be agreed upon by the Company and JHU, or if they failto agree within sixty ( 60 ) days after the sale of the stock to the SUBLICENSEE, by an independent appraisal firm selected by the Company