definiens: shall mean all revenues and other consideration paid to Licensee in consideration of ( a ) the grant by Licensee of a sublicense to the Licensed Patent Rights to any Third Party that is not an Affiliate, ( b ) the grant of distribution or marketing rights with respect to Licensed Products, and/or ( c ) the sale or other transfer of that portion of Licensee ’s or an Affiliate ’s business or assets that relates to the rights granted under this Agreement . Without limiting the generality of the foregoing, Sublicense Revenues shall include without limitation all upfront fees, license fees, milestone payments, technology access fees, premiums above the fair market value on sales of debt or equity securities of Licensee or of an Affiliate, annual maintenance fees, and any other payments received in consideration of such sublicense, distribution or marketing rights or sale or other trans fer . Sublicense Revenues shall include revenues and other consideration paid to Licensee in consideration of the grant by Licensee of a sublicense to the Licensed Patent Rights, whether under the agreement in which the sublicense is granted or under any ot her agreement entered into between Licensee as part of the same transaction in which such sublicense is granted . However, Sublicense Revenues shall exclude : ( i ) all royalties on a Sublicensee ’s ( and its sublicensees ’ ) sales of Licensed Products ; ( ii ) payme nts for debt or equity securities of Licensee or of an Affiliate to the extent of the fair market value of such securities as of the date of receipt of such payments, as determined by Licensee ’s or such Affiliate ’s board of directors ; ( iii ) reimbursement for patent filing, prosecution and maintenance costs of the Licensed Patent Rights incurred by Licensee ; ( iv ) funding or reimbursement for costs of research and development activities conducted by Licensee or for the cost of goods of materials supplied by L icensee in each case to the extent attributable to the Licensed Patent Rights and/or Licensed Products and which are incurred after the execution of such sublicense ; and ( v ) any proceeds from the sale or other transfer of substantially all of Licensee ’s bu siness or assets . Any non -cash Sublicense Revenues received by Licensee shall be valued at its fair market value as of the date of receipt as mutually determined in good faith by the parties