definiens: means any consideration received by Company from a non - Affiliate sublicensee hereunder asconsideration for and allocable to the grant of a Sublicense under the rights under the Licensed Patents in the Licensed Field of Use, but excluding any consideration for : ( A)royalties on products sales ( royalties on product sales by sublicensees will be treated as if Company made the sale of suchproduct ) ; ( B)investments in Company ( or its assignee or successor ) equity ( including conditional equity, such as warrants, convertible debtand the like ) ; ( C)research and development expenses calculated on a fully burdened basis ; ( D)debt ; ( E)reimbursement of documented out - of pocket patent prosecution and maintenance expenses ; ( F)licensing or transfers of trade secrets, product designs, patents or technologies other than the Licensed Patents ( G)the supply of products or materials, including any Licensed Product provided at cost or in kind, to such sublicensee ; and ( H)the sale of substantially all of the business or assets of Company ( or its assignee ) whether by merger, sale of stock or assets orotherwise