definiens: shall mean all ( i ) cash, ( ii ) sublicensing fees and ( iii ) all other paymentsand the cash equivalent thereof, which are paid to VGX by the sublicensees of the Patent rights hereunder, but excluding thefollowing payments : ( a)payments made in consideration for the issuance of equity or debt securities of VGX to the extent not exceeding the fairmarket value thereof ; ( b)that portion of payments for direct or fully burdened expenses ( collectively not to exceed one hundred fifty percent(150 % ) of direct expenses ) associated with research or development as calculated in accordance with GAAP, to theextent that such expenses are separately listed and part of the sublicense ; ( c)royalties on sales of Licensed Products by the sublicensee ( payment for which has been otherwise provided in Paragraph4.2 herein ) ; and 2 ( d)payments for supply of Licensed Products for use in clinical trials by or on behalf of, or for resale by, the sublicensee