definiens: means all license issue fees, maintenance fees, milestonepayments, premiums above the fair market value on sales of debt or equity securities ofCOMPANY, and other amounts paid to COMPANY by SUBLICENSEES in considerationfor the grant by COMPANY of a sublicense under the PATENT RIGHTS to develop, make, have made, use, sell, have sold, offer for sale, or import LICENSED PRODUCTSin the FIELD OF USE ( with any of the foregoing consideration received by COMPANYother than in the form of cash to be valued at its fair market value as of the date of receipt);provided, however, that Sublicense Revenues shall exclude : ( a ) royalties onSUBLICENSEES ’ sales of LICENSED PRODUCTS ; ( b ) any funds paid to supportresearch and/or development by COMPANY ; ( c ) payments for equity or debt securities ofCOMPANY ( except to the extent such payments exceed the fair market value of suchsecurities upon date of receipt ) ; ( d ) payments and reimbursements by anySUBLICENSEE of patent costs incurred or paid by COMPANY ( except to the extent suchpayments and reimbursements exceed the amount owed or paid by COMPANY ) ; and ( e)payments tied to the provision of goods or services by COMPANY to a SUBLICENSEE tocompensate COMPANY for the fair value of such goods or services ( except to the extentsuch payments exceed the fair market value of such good or services upon date ofreceipt).”4