definiens: means any payments or other c onsideration that Company or a Subsidiary actually received in connection with a Sublicense, or the grant of an option to obtain a Sublicense in cash or as equity, including without limitation royalties, license fees, milestone payments, license maintenanc e fees, lumps sums, and equity ; provided that in the event that Company or a Subsidiary of Company receives goods in connection with a Sublicense, Sublicense Receipts shall be calculated based on the fair market value of such consideration, and provided fu rther that where the Company sublicenses Licensed Technology together with other technology, the Sublicense Receipts will include only the value attributed to the Licensed Technology as a percentage of the value of the totality of intellectual property rig hts licensed to such Sublicensee For clarity, ‘ Sublicense Receipts ’ excludes amounts received from Sublicensees as funding for the performance of research or development services, consideration from an M&A Transaction, or license rights, cash or equity rec eived under cross -licenses and grants . For clarity, if Sublicense Receipts are received in the form of equity, such 5 portion of such equity due to Licensor as Sublicense payments shall be issued to Licensor to the extent permitted under applicable law ( and where such shares are not publicly traded - where approved by the issuer ), or alternatively Company shall hold such shares in trust on Licensor ’s behalf in accordance with a trust agreement to be entered into in good faith by the Company and Licensor which shall ensure the full ownership and rights of Licensor as a beneficial owner of such shares