definiens: means amounts received by [COMPANY] or any of its Affiliates from a Sublicensee in consideration for the grant by [COMPANY] or its Affiliate of a Sublicense, including upfront fees, license fees, milest one payments ( except as expressly set forth below and excluding Net Sales -based milestone payments ), premiums over the fair market value ( as of the date of receipt ) of equity securities of [COMPANY] or its Affiliate, and other payments or consideration of any kind, that, in each case, are received by [COMPANY] or its Affiliate from a Sublicensee in consideration for the grant of a Sublicense ; provided, however, that if [COMPANY] or its Affiliate receives any milestone payment for the achievement by a Sublicensee of a m ilestone event for which [COMPANY] is obligated to pay [COMPANY] a milestone payment under Section 9.3.1, then only the amount by which the milestone payment received by [COMPANY] or its Affiliate from the Sublicensee exceeds the milestone payment payable ( and paid ) by [COMPANY] to [COMPANY] for such Sublicensee ’s achievement of such milestone event shall be considered Sublicense Revenue ; and provided, further, that shall in any event exclude : ( a ) amounts paid in - 20 - consideration of equity securities of [COMPANY] or its Affiliate, except to the extent such payments exceed the fair market value of such securities as of the date of issuance, ( b ) reimbursement by the Sublicensee for research and development conducted after the date of the Sublicen se, accounted for at reasonable and customary rates, on a full - time equivalent basis ( any excess over a reasonable and customary FTE rate is included in Sublicense Revenue ), ( c ) royalties on Net Sales of Products by a Sublicensee, and ( d ) payments for reim bursement of patent prosecution, defense, enforcement and maintenance expenses