definiens: means any person or entity to whom [COMPANY] grants a sublicense of therights licensed to [COMPANY] under Section 2.1 below . For avoidance of doubt, neitherDistributors nor Third Parties engaged as subcontractors to perform research, development, manufacturing or similar fee - for - service services shall be Sublicensees for purposes of thisAgreement means all amounts and other consideration received by [COMPANY] inconnection with the grant of a sublicense to a Sublicensee, excluding loans given at prevailingmarket conditions, sponsored research funding specifically committed to cover costs actuallyincurred by [COMPANY] in the research and development of Licensed Products under a sublicenseagreement and equity investments in [COMPANY] to the extent made at fair market value ( if theinvestment exceeds the fair market value, only the excess amount will be ) ; provided that in the event that [COMPANY] receives non - monetary consideration in connection withany such Sublicense or in the case of transactions not at arm 's length, Sublicense Income shall becalculated based on the fair market value of such consideration or transaction, assuming an arm'slength transaction made in the ordinary course of business . For purposes of this definition, theterm with respect to [COMPANY] equity means ( i ) if [COMPANY] stock is publiclytraded on a national securities exchange ( including the NASDAQ National Market ), the closingprice of such stock on the date of sale ; or ( ii ) if [COMPANY] 's stock is only publicly traded in anover the counter market, the average of the closing bid and asking prices for such stock on thedate of sale, or ( iii ) if [COMPANY] stock is not publicly traded, the value of [COMPANY] equity asdetermined in good raith by the Board of Directors of [COMPANY] taking into consideration thevalue most recently paid by a Third Party for shares of such equity and any material events thathave occurred subsequent to such purchase . For the purpose of the foregoing definition, the term and shall include the stock or equity of any permittedassigne'e of [COMPANY] 's rights and obligations hereunder pursuant to this Agreement