definiens: means any royalties on Sublicensee Net Sales received by Licensee from itsSublicensees, excluding ( a ) payments made by a Sublicensee in consideration of the issuance of equity or debt securities ofLicensee to the extent that the price paid for such equity does not exceed the then fair market value of such equity asdetermined by TG ’s Board of Directors in good faith and separately confirmed by LICENSOR ( it being understood that anyamounts paid in excess of fair market value shall be deemed to be Sublicense Income ) and ( b ) payments made by aSublicensee which are used to support or fund research and development activities to be undertaken by TG or any of itsAffiliates after the effective date of the Sublicense Agreement pursuant to a budget for sponsored research which has beenagreed to with the Sublicensee and based on full - time equivalent or other cost - accounting methodologies that are consistentwith then current industry practices