definiens: means any payments that ( 1 ) with respect to [COMPANY], [COMPANY] receives from asublicensee in consideration of a Naked Sublicense, or ( 2 ) with respect to Isis, Isis receives from a sublicenseein consideration of a sublicense to further the research, development or commercialization of an Isis SingleStranded RNAi Product ( other than sublicenses of rights under Sections 6.1(k ) or ( l ) ), in each case including, butnot limited to, license fees, royalties, milestone payments, and license maintenance fees, but excluding:(i ) payments made in consideration of equity or debt securities of the applicable Party at fair market value and(ii ) payments specifically committed to reimburse the applicable Party for the fully - burdened cost of researchand development . If a Party receives any non - cash Sublicense Revenue, such Party will pay the other Party, atthe election of the Party who is entitled to receive Sublicense Revenue payment, either ( x ) a cash paymentequal to the fair market value of the appropriate percentage of the Sublicense Revenue or ( y ) the in - kind portion, if practicable, of the Sublicense Revenue