definiens: means any fees, payments, or other consideration [COMPANY] or its Affiliate receives from aSublicensee under a Sublicense, including license fees, up - front payments, milestone payments ( includingdevelopment, regulatory, and sales - based milestones ), royalty pre - payments, cancellation or forgiveness of debt, or license maintenance fees, and payments made by a Sublicensee in consideration of equity or debt securitiesof [COMPANY] or an [COMPANY] Affiliate above the then - fair market value but excluding : payments made in considerationof equity or convertible debt securities of [COMPANY] or its Affiliates at fair market value ( provided that any premiumover fair market value that is paid for such equity or debt securities will be Sublicense Revenue ) . If [COMPANY] or itsAffiliate receives any non - cash Sublicense Revenue ( excluding in - kind commitments by the applicableSublicensee to Develop and Commercialize a Product ), then [COMPANY] will pay [COMPANY], at [COMPANY] ’s election, either ( i ) acash paymentA-29equal to the fair market value of [COMPANY] ’ portion of the Sublicense Revenue, or ( ii ) the in - kind portion, if practicable, of the Sublicense Revenue, provided that if such in - kind Sublicense Revenue is in the form of equity securitiesof a Third Party and does not exceed the Sublicensing Equity Threshold . If the in - kind portion of the SublicenseRevenue in the form of Third Party equity securities exceeds the Sublicensing Equity Threshold, then [COMPANY] willpay [COMPANY] the remainder of such payment in cash . Consideration paid under a series of agreements related to aProduct will be aggregated and treated as one Sublicense