definiens: means any payments that ( 1 ) with respect to [COMPANY], [COMPANY] receives from asublicensee in consideration of a Naked Sublicense or a sublicense granted by [COMPANY] as permitted bySection 5.2(b ), or ( 2 ) with respect to Isis, Isis receives from a sublicensee in consideration of a sublicense tofurther the research, development or commercialization of an Isis Single Stranded RNAi Product, in each caseincluding, but not limited to, license fees, royalties, milestone payments, and license maintenance fees, butexcluding : ( i ) payments made in consideration of equity or debt securities of the applicable Party at fair marketvalue and ( ii ) payments specifically committed to reimburse the applicable Party for the fully - burdened cost ofresearch and development . If a Party receives any non - cash Sublicense Revenue, such Party will pay the otherParty, at the election of the Party who is entitled to receive Sublicense Revenue payment, either ( x ) a cashpayment equal to the fair market value of the appropriate percentage of the Sublicense Revenue or ( y ) the in - kindportion, if practicable, of the Sublicense Revenue