definiens: means all consideration received by Aveo or any of its Affiliates from ( x ) Sublicensees or(y ) any Sublicensees of Aveo ’s and its Affiliates ’ direct Sublicensees, in either case in connection with rights relating toLicensed Compounds and/or Licensed Products . Sublicensing Revenue includes upfront payments, milestone payments, research and development funding ( subject to ( b ), below ), royalties, and ( subject to ( a ), below ) equity investments ( whether inthe form of stock purchase, options, warrants or other forms ) paid directly or indirectly to Aveo ( or any of its Affiliates ) from(or on behalf of ) any Sublicensees ( and/or sub - Sublicensees ) for Licensed Products . Notwithstanding the foregoing:(a ) Sublicensing Revenue will exclude amounts paid to Aveo as an equity investment in Aveo ( whether in the formof stock purchase, options, warrants or other forms ) to the extent that the amount of such investment ( calculated in case ofoptions, warrants and the like as if exercised and including all amounts due on exercise ) is equal to or less than [ * * ] percent([**]% ) of the total value of consideration from the particular Sublicensee and does not involve any premium greater than [ * * ] percent ( [ * * ] % ) over fair market value of the equity investment ( and if the investment is less than such [ * * ] percent([**]% ) limit, only the premium greater than [ * * ] percent ( [ * * ] % ) over fair market value is included Sublicensing Revenues;to the extent such investment exceeds the [ * * ] percent ( [ * * ] % ) limit, [ * * ] percent ( [ * * ] % ) of the equity investment exceedingthe [ * * ] percent ( [ * * ] % ) limit will be included in Sublicensing Revenue ( regardless of whether representing fair market valueor premium ) ) ; and(b ) research and development funding to fund activities directly in furtherance of Licensed Compound, LicensedProduct and/or Licensed Product Biomarker clinical, regulatory and manufacturing process development in order ultimatelyto seek Marketing Approval therefor ( including pre - clinical studies to support the filing of an IND and clinical studies ) isexcluded from Sublicensing Revenue to the extent that such funding is equal to or less than [ * * ] percent ( [ * * ] % ) of the totalvalue of consideration from the particular Sublicensee, but will be included in Sublicensing Revenue to the full extentexceeding this [ * * ] percent ( [ * * ] % ) limit or not funding activities in such direct furtherance as described above in thissubsection ( b )