definiens: means any payments that [COMPANY] receives from granting a Third Party access(through sublicense or otherwise ) to the Isis Patent Rights as part of a Bona Fide Collaboration or DevelopmentCollaboration agreement, including, but not limited to, ( 1 ) license fees, ( 2 ) collaboration fees, ( 3 ) option fees,(4 ) payments made in consideration for the issuance of equity or debt securities above fair market value,(5 ) payments made for research and development support above [COMPANY] ’s fully - burdened cost, but excluding thefollowing payments : ( i ) payments made in consideration for equity or debt securities of [COMPANY] at fair marketvalue, ( ii ) payments made in consideration for thirty - five percent ( 35 % ) or more of [COMPANY] ’s equity securities atfair market value plus a reasonable control premium, ( iii ) payments specifically committed to reimburse Alnylamfor the fully - burdened cost of research and development, including without limitation the fully - burdened cost ofproducts transferred by [COMPANY] in connection with such research and development, ( iv ) [ * * ] ( v ) payments that arenot milestones and that are associated with the sale of commercial products, and ( vi ) payments that count asSublicense Revenue under a Naked Sublicense subject to [COMPANY] ’s payment obligations to Isis underSection 7.4 . If [COMPANY] receives any non - cash Technology Access Fees, [COMPANY] will pay Isis, at Isis ’ election, either ( x ) a cash payment equal to the fair market value of Isis ’ appropriate portion of the Technology Access Feeor ( y ) the in - kind portion, if practicable, of the Technology Access Fee