definiens: shall mean the amount actually received by Company from sub - LICENSEE arising from the grant of a sublicense of the right to make or sell Licensed Products or LicensedProcesses, including, but not limited to, up - front license fees, license issue fees, maintenance fees and milestonepayments paid by a sub - LICENSEE to Company in consideration for the grant by Company of a sublicense of theright to make or sell Licensed Products or Licensed Processes ; provided, however, that shall in any event exclude : ( A ) royalties paid to Company by a sub - LICENSEE based on such sub - LICENSEE ’s sale of Licensed Products or Licensed Processes ; ( B ) any payments by a sub - LICENSEE to Companythat are tied directly to the provision of goods and services by Company to such sub - LICENSEE ( including, withoutlimitation, research and development funding ) to compensate Company for the fair market value of the provision ofsuch goods and services ; ( C ) payments for equity or debt securities of Company ( except to the extent such paymentsexceed the fair market value of such securities on the date of issuance )