definiens: shall mean the total consideration, in any form ( including, but not limited to, royalties, licensesigning fees, maintenance fees, milestones and minimum payments, whether or not such fees and paymentsare creditable against future royalties to be paid to Licensee, research and development funds other thanContract Research, and just that portion of the funds received for equity purchases of Licensee which exceedsthe fair market value of the equity ), received by Licensee from a Sublicensee in connection with the grant to saidSublicensee of the right to make and sell ( or otherwise dispose of ) Licensed Products . For any non - cashconsideration received as Net Proceeds, the parties will appoint an independent third party to determine thepresent day value of such consideration and that value shall be added to Net Proceeds in place of the non - cashconsideration . Net Proceeds does not include Contract Research