definiens: shall mean all ( i ) cash, ( ii ) sublicensing fees and ( iii ) all other paymentsand the cash equivalent thereof, which are paid to LICENSEE by the Sublicensees of its rights hereunder, butexcluding the following payments : ( a)payments made in consideration for the issuance of equity or debt securities of LICENSEE to the extent notexceeding the fair market value thereof ; ( b)that portion of payments for direct or fully burdened expenses ( collectively not to exceed one hundred fiftypercent ( 150 % ) of direct expenses ) associated with research or development as calculated in accordance withGAAP, to the extent that such expenses are separately listed and part of the sublicense ; ( c)royalties on sales of Licensed Products by the Sublicensee ( payment for which has been otherwise provided inParagraph 4.3 herein ) ; and ( d)payments for supply of Licensed Products for use in clinical trials by or on behalf of, or for resale by, theSublicensee