definiens: means any and all consideration ( including equity ), upfront payments, option fees, license fees, and milestonepayments, in cash payments or any other form of consideration ( as determined using the fair market value of such other form ofconsideration ), received by WuXi or its Affiliates for the grant by WuXi or its Affiliates of a sublicense ( and including the grant of anoption to take such a sublicense ) under this Agreement to a Third Party, including any right granted to a Third Party to make, havemade, use, sell, offer for sale, have sold, market, distribute or import a Product ( [ * * * ] ) . Notwithstanding the foregoing, SublicenseRevenue specifically excludes : [ * * * ] . Notwithstanding the foregoing, the Parties intend that WuXi should have the flexibility tosublicense its rights hereunder to any wholly owned subsidiary of WuXi or other Affiliate of WuXi with similar or substantially similarresources and expertise as WuXi with respect to the performance of the activities hereunder, as part of its overall corporate structuringand to better operationalize the Development and/or Commercialization of Products in specific markets or territories in the WuXiTerritory . Therefore, Sublicense Revenue shall not be calculated on amounts received under sublicenses granted to such an Affiliatewhere such Affiliate is conducting research, Development, Manufacture or Commercialization of the Product solely for or on behalf of, or instead of, WuXi ( or its shareholders ) ( such an Affiliate, a ), provided that any further sublicenses granted bysuch Affiliate to any Third Party ( the ) shall be subject to the requirement that such Affiliate pay SublicenseRevenue under Section 7.3 to WuXi, which such payment WuXi shall remit to Vir as though WuXi had entered directly into suchsublicense with such Triggering Sublicensee