definiens: : shall mean consideration in any form received by [COMPANY] orany of its Affiliates in connection with a grant to any ThirdParty(ies ) of a sublicense or other right, license, privilege orimmunity to develop, have developed, make, have made, use, sell, have sold, distribute, import or export Products, butexcluding Sublicensee Royalties . Sublicensing Payments shallinclude, without limitation:(i ) any upfront or license signing fee;(ii ) any license maintenance fee;(iii ) any milestone payments ( including, without limitationdevelopment, regulatory and sales - based milestone payments);LICENSE AGREEMENT [COMPANY] — [COMPANY] Page 8 of 49US1DOCS 7293260v1(iv ) the portion of any minimum royalty payment received byDebiopharm or any of its Affiliates in excess of SublicenseeRoyalties received;(v ) if a Sublicensee issues equity or debt securities toDebiopharm or its Affiliate in connection with a sublicense grant, the fair market value of such securities issued to [COMPANY] orits Affiliate ( such fair market value to be determined byagreement of [COMPANY] and [COMPANY] or by an independentappraiser mutually agreeable to [COMPANY] and [COMPANY] ), net ofany cash consideration paid by [COMPANY] or its Affiliate forsuch securities;(vi ) any distribution or joint marketing fee;(vii ) research and development funding in excess ofDebiopharm 's or its Affiliates ' actual cost of performing suchresearch and development ( calculated on afully - burdened basisin accordance with [COMPANY] 's or its Affiliate 's project- oractivity -based accounting practices, as applied consistentlythroughout its accounting system ) ; and(viii ) if [COMPANY] or its Affiliate sells equity or debt securities toa Sublicensee in connection with a sublicense grant, anyconsideration received by [COMPANY] or its Affiliate for suchsecurities to the extent such consideration exceeds the fairmarket value of such securities ( such fair market value to bedetermined by agreement of [COMPANY] and [COMPANY] or by anindependent appraiser mutually agreeable to [COMPANY] andCuris )