definiens: means all consideration Company or an Affiliate ofCompany receives from a Sublicensee pursuant to any Sublicense or assignment of rights to theBMS Patents, [COMPANY] Know - How, the Licensed Compounds and/or Licensed Products includingany upfront payment, milestone payments and royalty payments ( excluding that portion of anymilestone or royalty payment made by a Sublicensee that is intended to reimburse Company forits milestone and royalty obligations to [COMPANY] under Article 8 hereof ), collaboration fee, andpremiums on equity investments in Company or the applicable Affiliate ( with the premium to bereasonably allocated to the value of this Agreement as compared the Company ’s or the Affiliate’sother assets ) ; provided, that if such equity investment is coupled with a change of control of theCompany ( as defined under the Securities Exchange Act of 1934, as amended, or equivalentlegislation outside of the U.S., if applicable ), then any such equity premium will be included only tothe extent that such premium is more than [ * * * ] above the volume weighted average price of thecommon stock of Company for the [ * * * ] trading days on the Nasdaq Stock Market ending on thedate that is [ * * * ] trading days on the Nasdaq Stock Market prior to the first public announcement ofthe proposed equity investment, but excluding, for clarity, any amounts received by Company orits Affiliates : ( a ) as bona fide, fair market value, actual reimbursement for research, Developmentor Commercialization activities performed or paid for by Company after the grant of a Sublicense, and only to the extent they are documented and are reasonably detailed in a written reportprovided to [COMPANY] ; ( b ) for reimbursement of Company ’s fully - burdened cost to manufacture andsupply Licensed Products or Licensed Compounds ; or ( c ) in the form of bona fide loans made bySublicensee to Company . For clarity Sublicense Revenues include the difference between ( x ) theSublicense Revenue payment or royalty received by Company from a Sublicensee on Net Salesor for a given milestone event and ( y ) the payment Company pays to [COMPANY] for a particularpayment under the Agreement for the same Net Sales or event ( e.g., ( i ) the difference betweenthe milestone payment Company receives from a Sublicensee and the milestone paymentCompany pays to [COMPANY] for the same milestone event or ( ii ) the difference between the royaltyrates for a given tier )