definiens: means any consideration that Sigma or SAGE receive s in return for the granting or practice of a sublicense under the Sangamo Technology pursuant to a Sublicense Agreement or Sub - sublicense Agreement, r espectively, in which the sublicense under the Sangamo Technology includes rights in the Field, which may include ( without limitation ) royalties on sales, upfront license fees, annual li cense or maintenance payments, milestone payments, credits against Sigma ’s or SAGE ’s future expenses, or reductions in royalties or other payments otherwise owed to the Sublicensee or Sub - s ublicensee . In the event that Sigma or SAGE receives non - cash consideration from a Sublice nsee or Sub - sublicensee for the granting or practice of a sublicense under the Sangamo Technolo gy in the Field, the Parties shall determine in good faith the fair market value of such conside ration, and such fair market value shall be included in Sublicensing Revenues ; provided, howeve r, that the term shall in no event include all or any portion of the Business Sale Payment ( as defined in Section 21 of the Fifth Amendment ) or any Earn Out Payment ( as defined in Section 23 of the Fifth Amendment ) . ” 9