definiens: means the non - royalty payments received by a Party or any of its Affiliates inconsideration for the grant of a sublicense under the Licensed Patents or Licensed Know - How to a Third Party for anycountries, including : ( a ) upfront fees ; ( b ) milestone payments only to the extent not otherwise payable as specified inSection 6.2 ; and ( c ) non - cash payments ( valued at fair market value ) provided that, at the Party ’s sole discretion, theParty may submit payments for such non - cash portion of the Sublicensee Revenue either in cash or in the same formof non - cash compensation received by the Party or its Affiliates . For clarity, Sublicensee Revenue shall exclude inany event : ( w ) any payments among the Party and its Affiliates ; ( x ) royalties received from the sale of LicensedProducts ; ( y ) amounts received by the Party or any of its Affiliates that are attributable to other license or sublicenserights, supplying materials, providing services, reimbursement of expenses ( except for expenses related to patents)incurred after the execution of the applicable sublicense agreement, reimbursement of payments or paymentobligations of the Party or its Affiliates to Third Parties incurred or made after the execution of the applicablesublicense agreement, research and development activities performed or to be performed by the Party or its Affiliates, provided that if such amounts received exceed the fair market value of the activities performed or to be performed, such excess ( and only such excess ) shall be included as Sublicensee Revenue to the extent attributable to suchsublicense ; and ( z ) amounts received as equity investments in the Party or any of its Affiliates at fair market 10 * * * INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WASREQUESTED . ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGEACT OF 1934, AS AMENDED.value, provided that any premium so received above such fair market value shall be included as SublicenseeRevenue to the extent attributable to such sublicense . For clarity, Sublicensee Revenue shall only include ( 1 ) in thecase of Immune Design, amounts paid by first tier sublicensee(s ) of Immune Design or its Affiliates and shall notinclude payments received by Immune Design or its Affiliates from other tier sublicensees ( i.e., further sublicenseesof the first tier sublicensee ), and ( 2 ) in the case of IDRI, amounts paid by the Special Sublicensee