definiens: shall mean all ( i ) cash, ( ii ) sublicensing fees and ( iii ) all other payments and the cash equivalent thereof, which are paid to LICENSEE by the Sublicensees of its rights hereunde r, but excluding the following payments : ( i ) payments made in consideration for the issuance of equity or debt securities of LICENSEE to the extent not exceeding the fair market value thereof ; ( ii ) that portion of payments for direct or fully burdened ex penses ( collectively not to exceed [ * * * ] of direct expenses ) associated with research or development as calculated in accordance with GAAP, to the extent that such expenses are separately listed and part of the sublicense ; ( iii ) royalties on sales of Lice nsed Products by the Sublicensee ( payment for which has been otherwise provided in Section 4.3 herein ) ; and ( iv ) payments for supply of Licensed Products for use in clinical trials by or on behalf of, or for resale by, the Sublicensee