definiens: means all upfront fees and other payments received by Fate from all sublicensees inconsideration of a grant of rights to the Licensed Patents by Fate to such sublicensees . The following considerationor payments received by Fate shall be excluded from the calculation of sublicensing consideration due to Stanfordwith respect to an applicable sublicense : ( i ) royalties paid by sublicensees ( which will be at the Earned Royalty ratespecified in Section 7.6 ) ; ( ii ) equity or debt at fair market value ; ( iii ) payments to reimburse patent prosecution, defense, enforcement costs and maintenance and/or other related expenses ; ( iv ) reimbursements for costs forresearch, development or commercialization activities ( including payments for full time employees ) ; and(v ) milestone payments to the extent that Fate pays [COMPANY] the milestone amounts specified in Section 7.5 . To theextent that rights other than the Licensed Patents are sublicensed, the consideration received will be equitablyapportioned between those Patent Rights and those other rights . In the event that [COMPANY] disputes theapportionment of consideration, the parties agree to meet and discuss to resolve the issue