definiens: : shall mean consideration in any form received by TG TX or any of its Affiliates in connection with a grant to any Third Party(ies ) of a sublicense or other right, license, privilege or immunity to develop, have developed, make, have made, use, sell, have sold, distribute, import or export Products, but excluding Sublicensee Royalties . Sublicensing Payme nts shall include, without limitation : ( i ) any upfront or license signing fee ; ( ii ) any license maintenance fee ; ( iii ) any milestone payments ( including, without li mitation development, regulatory and sales - based milestone payments ) ; ( iv ) the portion of any minimum royalty payment rec eived by TGTX or any of its Affiliates in excess of Sublicensee Royalties received ; ( v ) if a Sublicensee issues equity or debt securiti es to TGTX or its Affiliate in connection with a su blicense grant, the fair market value of such securities iss ued to TGTX or its Affiliate ( such fair market valu e to be determined by agreement of TGTX and Rhizen or by an independent appraiser mutually agreeable to TGTX and Rhizen ), net of any cash consideration pai d by TGTX or its Affiliate for such securities ; ( vi ) any distribution or joint marketing fee ; ( vii ) research and development funding in excess of TGTX ’s or its Affiliates ’ actual cost of performin g such research and development ( calculated on a full y - burdened basis in accordance with TGTX ’s or its Affiliate ’s project- or activity - based accounting p ractices, as applied consistently throughout its accounting system ) ; and ( viii ) if TGTX or its Affiliate sells equity or deb t securities to a Sublicensee in connection with a sublicense grant, any consideration received by TGT X or its Affiliate for such securities to the exten t such consideration exceeds the fair market value of such securities ( such fair market value to be determined by agreement of TGTX and Rhizen or by an independent appraiser mutually agreeable to TGTX and Rhizen )