definiens: shall mean consideration of any kind received by the Company or AFFILIATED COMPANIES fro m a SUBLICENSEE(S ) for the grant of a sublicense under this Agreement, including upfront fees, running royalties on LICENSED PRODUCT(S ) and LICENSED SERVICE(S ), milestone fees based on SUBLIC ENSEE achievements, and any premium paid by the SUBLICENSEE(S ) over Fair Market Value for stock of the Company or an AFFILIATED COMPANY in consideration for such sublicense ; provided that SUBLICENSE CONSIDERATION shall not include amounts paid to the Company or an AFFILIATED COMPANY by the SUBLICENSEE(S ) for milestone payments based on Company achievements ( but only if ( i ) Company ow es a milestone payment to JHU for that same achievement or ( ii ) the Company did not receive pay ments ( other than the milestone payment ) from the SUBLICENSEE for product development, research work, clinical studies or regulatory approvals performed by or for the Company or AFFILIATED COMPANIES to achie ve the event resulting in the milestone payment ), loans, equity investments at Fair Market Value, pay ments for product development, research work, clini cal studies and regulatory approvals performed by or fo r the Company or AFFILIATED COMPANIES ( including third parties on their behalf ), each pursuant to a specific agreement providing for a work plan and re asonable budget