definiens: shall mean ( i ) the amounts actually received by MEDICINOVA from sublicensees of rights granted by ANGIOGENE to MEDI CINOVA under Section 2.1 of this Agreement either ( a ) as royalties on net sales of Product by such su blicensee, or as payments based on the achievement of milestones relating to Product or ( b ) as specific c onsideration for the grant of such sublicense ( whet her such payments are made on grant of the sublicense or at any other time during the term of such sublicense ) and, ( ii ) subsequent to the closing of an underwritten initia l public offering of MEDICINOVA ’S securities pursua nt to a registration statement under the United States Secu rities Act of 1933, as amended, amounts actually re ceived by MEDICINOVA from sublicensees of rights granted by A NGIOGENE to MEDICINOVA under Section 2.1 of this Agreement, in connection with such sublicense, for the sale of MEDICINOVA ’S equity securities to such sublicensee, that are in excess of the market price of such securities ; and shall specifically exclude any amounts received by MEDICINOVA from sublicensees to fund or reimburse MEDICINOVA ’S research and development costs in connection with Compound or Pr oduct