definiens: means all consideration received by Licensee or its Affiliates in consideration for a Sublicense to any other person or entity ( other than payments made to Licensee or its Affiliates by a wholly - owned Subsidiary of Licensee or, following a Change of Control of Licensee, by an Affiliate of Licensee that is not a Restricted Affi liate and that shares one hundred percent common ow nership with Licensee ), such as license or distribution fee s, milestone or option payments or license maintena nce fees, but specifically excluding the following : [ * * * ] To avoid doubt as to the calculation of Non - Royalty Sublicense Income, fair market value of proceeds from equity securities, other equity related rights of Licensee or consideration for board seat or obs erver rights will be determined by reference to the price paid o r that would be paid by a non - Sublicensee third par ty for the same Licensee equity security or equity - related rig ht ( equal to such price wherever available ) under t he same conditions, taking into account all relevant condit ions related to the sale of such securities or righ ts or by a reasonable methodology where such non - Sublicensee t hird party price is not available