definiens: shall mean the aggregate cash consideration plus the fair market valueof any in kind consideration paid or payable to Edge or its Affiliates in connection with the grant of any sublicense, promotion, marketing, distribution, joint venture, or other rights by Edge or its Affiliates to a third party relating to eachProduct including sublicense fees, maintenance fees and milestone payments but excluding : ( a ) royalties calculatedas a percentage of Net Sales of the Product, ( b ) equity investments in Edge by a sublicensee for the fair market valueof the equity purchased on the date of the investment ; however, the fair market value of any [COMPANY] IP Rightstransferred to such sublicensee as part of or coincident with such investment shall not be excluded, ( c ) loan proceedspaid to Edge by a sublicensee in an arms length, full recourse debt financing to the extent that such loan is notforgiven, and ( d ) sponsored research funding paid to Edge by a sublicensee in a bona fide transaction for futureresearch to be performed by Edge