definiens: shall mean, with respect to any Licensed Product that is the subject of anEarly Stage Sublicense, the aggregate consideration received by Spark or its Affiliates in consideration forgranting the Early Stage Sublicense with respect to such Licensed Product, including license fees, sales andother milestone fees and minimum royalties ( in excess of earned royalties ), but excluding ( i ) royalties on NetSales, ( ii ) proceeds from the issuance of debt or equity securities of Spark or its Affiliates up to the fair marketvalue of such securities at the time of their issuance to the Early Stage Sublicensee ( with any excess proceedsover such fair market value to be included CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT . THE COPY FILEDHEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST . OMISSIONS AREDESIGNATED [ * * * ] . A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSION