definiens: shall mean the amount actually paid to IvIPI or an Affiliate of : MPI by a Sublicensee arising from the sublicense of the right to research, develop, make, have made, use, distribute for sale, promote, market, offer for sale, sell, have sold, import or export Products ( each, a ) . Sublicensing Fees shall include up - front or license fees, milestone payments, royalties payable to IvlPI or its Affiliates by a Sublicensee based on such Sublicensee 's sale of Products, premiums above market price on sales of securities and any other payments in respect of a Sublicense but shall not include any payments tied directly to the provision of goods and services incurred and expensed at fair market value for such goods and services by MPI or its Affiliate to such Sublicensee ( including research and development and manufacturing ) to compensate rvrPI or its Affiliate for the provision of such goods and services, or payments for securities ( other than premiums above market price )