definiens: shall mean any consideration, whether in cash ( incl uding, without limitation, initial or upfront payme nts, technology access fees, annual fixed payments, and running royalties on net sales of products sold by the Sublicensee or its sublicensees ) or in kind ( includ ing, without limitation, devices, services, license s or any other use rights, shares, options, warrants or any other kind of securities ), received by COMPANY from Subli censees as consideration for or otherwise in connection wit h the sublicense granted . Sublicense Consideration specifically excludes ( i ) payments made by the Subl icensee to COMPANY as consideration for COMPANY 's equity ( shares, options, warrants or any other kind of securities ) at fair market value, ( ii ) equity ( shares, options, warrants or any other kind of securities ) of the Su blicensee purchased by COMPANY at fair market value, ( iii ) equity investments made by, or loans granted by, Su blicensee to COMPANY in the course of the further financing of COMPANY, ( iv ) payments made by the Sub licensee to COMPANY specifically committed and allocated to reimburse COMPANY for its actually spe nt prosecution and maintenance costs of the MPG Pat ent Rights, and ( v ) payments made by the Sublicensee to COMPANY specifically committed and allocated to reimburse COMPANY for its actually spent costs of a ctually performed research and development activiti es under a research agreement with the Sublicensee spe cifically and directly in connection with the subli cense granted