definiens: means all amounts actually received by Licensee fromAffiliates and third parties arising from the grant of a license or sublicense under the Licensed Patents and PatentApplications, including upfront fees, technology access fees, { sub)license fees, annual maintenance fees, premiumsabove the fair market value on sales of debt or equity securities of Licensee, and any other payments in respect of alicense or sublicense of the Licensed Patents and Patent Applications ; provided, however, that License Revenuesshall exclude : ( a ) royalties on sales of Identified Products ; ( b ) payments for debt or equity securities of Licensee(other than premiums above the fair market value of such securities as of the date of such payments ) ; and(c ) reimbursements of patent costs actually incurred by Licensee ; and means all amountsactually received by Licensee from Affiliates and third parties in consideration of the use by Licensee ( or a thirdparty contractor on behalf of Licensee ) of the Licensed Technology to screen such Affiliates ’ and third parties’compounds or materials for the purpose of identifying or developing Identified Products;(v ) An investigational new drug application, new drug application, biologic license application or orphan drugapplication ( or any foreign equivalent of such applications ) is filed by Licensee, its Affiliate or a third party licenseeof Licensee or its Affiliate for an Identified Product ( whether such Identified Product is a drug or biologic ) ; or(vi ) Licensee enters into any agreement, partnership, joint venture, or other relationship with a third party to marketor use the Licensed Technology ( except for use of the Licensed Technology to perform assay services solely onbehalf of Licensee under ( iv ) )