definiens: means all consid eration, including but not limited to upfront fees, milestone payments, maintenance fees, non cash cons ideration, and premiums over Fair Market Value of s tock, but excluding royalties, payable by each Sublicense e and attributable to the grant of a Sublicense . Fo r avoidance of doubt, the following are not deemed to be Sublic ensing Consideration : ( A ) consideration paid to Com pany by Sublicensees for the performance of bona fide produ ct development work, research work, clinical studie s and regulatory approvals performed by Company, pursuant to and as supported by an express agreement includ ing a performance plan and commensurate budget ; ( B ) payme nts made as consideration for the issuance of equit y or debt securities of Company at fair market value ; an d ( C ) contractually required reimbursement of payme nt amounts otherwise due under this Agreement from Com pany to University for Patent Expenses pursuant to Section A4 ( Patent Expense Payment ) ; and ( D ) to the extent a milestone under Section A3.5 ( Financial Milestones ) of this Agreement is met by the Sublice nsee, any pass - through payment to Company that ulti mately comes to University for such milestone payment