definiens: means cash consideration and cash value of all equity consideration valued at fair market value, thatLicensee and/or Affiliates receive from a Sublicensee in consideration for, and to the extent attributable to, the grant of a sublicense underthe [COMPANY] IP that is not a royalty payment . Sublicensing Revenue includes, but is not limited to, license fees, license maintenance fees, milestone payments, and other payments that Licensee receives ( including payments for technical assistance and the like ) . SuchSublicensing Revenue specifically shall not include payments made by a Sublicensee solely ( a ) in consideration of equity or debt securitiesof Licensee sold at market value ; ( b ) to support research or development activities to be undertaken by Licensee ; ( c ) upon the achievementby Licensee of specified milestones or benchmarks relating to the development of Licensed Products ( excluding milestones tied to sales ormarketing performance, which shall be subject to the percentage - based payments to [COMPANY] herein ) ; ( d ) for pilot studies ; ( e ) for the licenseor sublicense of any intellectual property other than [COMPANY] IP ; ( I ) for products other than Licensed Products ; or ( g ) for reimbursement forpatent or other expenses . All Sublicensing Revenue that Licensee receives in the form of equity that is payable to [COMPANY] shall beconverted to cash based on its fair market value