definiens: shall mean any payments or other consideration that the Company and its Affiliates receive, with the exception of royalties based on Net Sales, in connection with a Sublicense, including without limitation licensefees, license option fees, milestone payments, license maintenance fees, and equity, provided that in the event that theCompany receives non - monetary consideration in connection with a Sublicense, or in the case of transactions not atarm ’s length, Sublicense Receipts shall be calculated based on the fair market value of such consideration ortransaction, assuming an arm ’s length transaction made in the ordinary course of business . Notwithstanding theforegoing, shall not include equity investments in the Company or its Affiliates to the extent madeat fair market value ( if the investment exceeds the fair market value, only the excess amount will be treated as ) . For the purpose of the foregoing, the of an entity 's equity securities shall bedetermined as follows : ( i ) if the shares of the relevant entity are not traded on a stock exchange or over the countermarket, the value of such equity securities as determined in good faith by the Company 's Board of Directors, havingregard to the value most recently paid by a third party for shares of such entity, and ( ii ) if the shares of the relevantentity are traded on a stock exchange or over the counter, the average closing price of such shares on the fifteen ( 15)trading days prior to the closing of the equity transaction . The term shall not include funds thatare designated for research and development of Products in accordance with the Sublicense agreement and that areactually expended on research and development of Products in accordance with a written development plan and budgetas evidences in the Company 's written records