definiens: means any payments that [COMPANY] or an Affiliate receives from a Sublicensee in consideration of the sublicense of the rightsgranted [COMPANY] and Affiliates under Section 2.1 of the MIT Agreement, including without limitation equity, license fees, milestone payments ( net ofany sums due to MIT under this Agreement for the same milestone event ), license maintenance fees, and other payments, but specifically excluding : o royalties on Net Sales ; o minimum royalty upfront payments only to the extent such payments equal actual royalties due to [COMPANY] ; o fair market value of equity investments in [COMPANY] or an Affiliate by a Sublicensee ; o reimbursement of out of pocket patent expenses for the Patent Rights ; o Research Support Payments ; o loan proceeds paid to [COMPANY] by a Sublicensee in an arms length, full recourse debt financing ; and o any amounts received under an indemnification obligation