definiens: means that only a premium over the fair market value of the securityreceived for the equity investment ( such fair market value being determined by reference to the price paid by a non - Sublicensee Third Party for the equivalent Licensee security ( equal to such price wherever available ) or by a reasonablemethodology where such non - Sublicensee Third Party price is not available ) would be included in Non - Royalty SublicenseIncome, and if a loan is partially forgiven, then only the forgiven portion of the loan would be included in the Non - Royalty Sublicense Income . In the event that non - cash consideration is received asSublicense Income, Sublicense Income shall be calculated based on the fair market value of such non - cash consideration, or, at Licensee ’s election, Licensee may distribute [COMPANY] ’s share to [COMPANY] in kind ; provided that Licensee may onlyelect to make such a distribution if such non - cash consideration is a freely transferable security ( except for suchrestrictions on transfer imposed by law ) . For clarity, a license of intellectual property rights that are necessary for Licenseeto make, have made use, have used, sell, oﬀer for sale, have sold, export and import Licensed Products, and other routinecontractual covenants that do not involve the payment of any monetary consideration and are customary in the type of dealthat the Sublicense is included in ( including covenants providing for the research, development, supply, andcommercialization responsibilities of the Sublicensee, conﬁdentiality provisions, licenses or other rights or forbearanceswith respect to improvements and other technologies and intellectual property, retention of co - promotion rights or options toobtain co - promotion rights to the Licensed Product(s ) covered by such Sublicense, and indemniﬁcation ) shall not bedeemed non - cash consideration