definiens: means the last day of June and December of each year during the Term ; ( r ) means 14 November, 2014 ; ( s ) means any third party who has obtained directly or indirectly from or through the Licensee any commercial rightsto the Technology, any Improvements or Product, and shall include all sublicensees, that have entered into agreements with theLicensee for the use, development, evaluation, co - development, partnered development, manufacture, distribution, marketing orsale of Products or granting rights to such third party in the Technology or any Improvements ; ( t ) means consideration directly or indirectly collected or received ( including without limitation royalties, initial, or periodic license fees, option payments, standstill payments, development or commercialization fees ( subject tosubsection ( ii ) below ), milestone payments or any other payments unless excluded in this deﬁnition ) that Licensee receives orcollects from a Sublicensee directly attributable to the grant of a sublicense to the Technology, any Improvements or Products, whether received in cash or other form, including amounts paid in excess of the fair market value of any shares or othersecurities . For the avoidance of doubt : Page 5 of 32UBC File:14 - 111 ( i)Sublicensing Revenue does not include ( A)the fair market value of payments or other consideration received for debt or equity ; or ( B)reimbursement of costs or expenses actually incurred by Licensee