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 Development Collaboration agreement, including, but not limited to, license fees, collaboration fees, option fees, payments made in consideration for the issuance of equity or debt securities above fair market value, payments made for research and development support above [COMPANY] 's fully - burdened cost, but excluding the following payments : ( i ) payments made in consideration for equity or debt securities of [COMPANY] at fair 37 market value, ( ii ) payments made in consideration for thirty - five percent ( 35 % ) or more of [COMPANY] 's equity securities at fair market value plus a reasonable control premium, ( iii ) payments specifically committed to reimburse [COMPANY] for the fully - burdened cost of research and development, including without limitation the fully - burdened cost of products transferred by [COMPANY] in connection with such research and development, ( iv ) milestone payments, ( v ) payments associated with the sale of commercial products, and ( vi ) payments that count as Sublicense Revenue under a Naked Sublicense subject to [COMPANY] 's payment obligations to Isis under Section 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 Fee or ( y ) the in - kind portion, if practicable, of the Technology Access Fee