definiens: means any consideration received by [COMPANY] from a sublicenseeas consideration for and allocable to the grant of a Sublicense under rights Page 2 of 32S09 - 367 : GWK under the Licensed Patents in the Licensed Field of Use such as up front fees, annual fees, and milestonefees, without limitation, but excluding any consideration for an earned royalty that is calculated based on salesof Licensed Product, investments in [COMPANY] stock or debt, payment or reimbursement of R&D expensescalculated on a fully burdened basis, supply of Licensed Products or other products or materials to suchsublicensee, reimbursement for patent prosecution costs and patent maintenance expenses, licensing ofpatents or other intellectual property other than Licensed Patents, and the sale of all or substantially all of thebusiness or assets of [COMPANY] ( or its assignee ) whether by merger, sale of stock or assets or otherwise