definiens: shall mean the licens e fees received by [COMPANY] from a sublicensee in consideration of a sublicense under the Licensed Technology, including up - front license fees, sublicense fees and technology access fees, and all milestone payments so received, less ( i ) any applicable withholding taxes and any other amounts credited or deducted against the amounts actually received by [COMPANY], unless and until [COMPANY] recoups such taxes or charges through a credit against taxes due or against other cash payments that [COMPANY] otherwise would be required to make, and ( ii ) any amounts paid to a Third Party ( including without limitation the Fair Market Value as of the date of issuance of any equity issued to such Third Party to the extent that such equity is issued as a license fee and is not purchased for other consideration by such Third Par ty ) with respect to the license, sublicense or acquisition of additional intellectual property rights and relating to a Licensed Product covered by such sublicense agreement . Net Licensing Proceeds shall not include ( a ) any equity or amounts received as payment for equity se curities ( up to the Fair Market Value of such securities as of the date of issuance ), ( b ) an y amounts received in direct connection with the sale or provision of products or materials or s ervices or ( c ) any amounts received in consideration of bona fide research or development activities . For the avoidance of doubt, it is understood that in no event shall Net Licensing Pro ceeds be deemed to include Annual Net Sales, running royalties or any amount other than c ash payments expressly included above in this Section 1.15 ; nor shall Net Licensing Proceeds be deemed to include amounts received in consideration for a sale of all or substantially al l of the business or assets of [COMPANY] to which this Agreement pertains ( whether by way of merger, sale of stock, sale of assets or otherwise ) or in connection with any other transaction resulti ng in an assignment of this Agreement in accordance with Section 13.3