definiens: shal l mean all ( i ) cash, ( ii ) sublicensing fees and ( ii i ) all other payments and the cash equivalent thereof, whi ch are paid to LICENSEE by the Sublicensees of its rights hereunder, but excluding the following payments : ( i ) payments made in consideration for t he issuance of equity or debt securities of LICENSEE to the extent not exceeding the fair marke t value thereof ; ( ii ) that portion of payments for direct or fully burdened expenses ( collectively not to exceed one hundred fifty percent ( 150 % ) of direc t expenses ) associated with research or development as calculated in accordance with GAAP, to the extent t hat such expenses are incurred after the date of an d in connection with such sublicense ; ( iii ) royalties on sales of Licensed Pro ducts by the Sublicensee ( payment for which has been otherwise provided in Paragraph 4.3 ) ; ( iv ) milestone payments for Distinct Pro ducts by the Sublicensee ( payment for which has been otherwise provided in Paragraph 4.4 ) ; ( v ) payments for supply of Licensed Prod ucts for use in clinical trials by or on behalf of, or for resale by, the Sublicensee ; ( vi ) withholding taxes or other amounts actually withheld from the amounts paid to LICENSEE ; and ( vii ) amounts received in connection wit h a merger, consolidation or sale of substantially all of the business or assets of LICE NSEE, subject to the one - time liquidity incentive a s stipulated in Section 4.6