definiens: means all payments and other consideration ( including thefair market value of any non - cash consideration ) received by Providence or its Affiliates fromThird Parties, including Sublicensees, with respect to the commercialization of a Product, including any license fees, milestone payments, royalties ( including on sales of Products bySublicensees and other Third Parties ) and other payments in connection with the grant of alicense, sublicense, or option to license or sublicense, or the assignment or transfer, of rights withrespect to such Product, but excluding : ( i ) payments for equity or debt securities of Providence orits Affiliate that are at or below the fair market value of such securities on the date of receipt, asdetermined in good faith by Providence ’s or its Affiliates ( as applicable ) Board of Directors, ifsuch securities are not then traded on a public securities exchange, or as determined by theclosing54 price of such securities of Providence or its Affiliate ( as applicable ) on the date of receipt, if suchsecurities are then traded on a public securities exchange ; ( ii ) bona fide research anddevelopment funding received by Providence or its Affiliate from a Sublicensee for Providence’sor its Affiliate ’s employees ’ performance of specified research and development work withrespect to such Product ( e.g