definiens: means all compensation received by AVANT from a Sublicensee that relate specificall y to the grant of a sublicense by AVANT of the rigiHs licensed hereunder by SELECT to AVANT, including ( i ) up - front cash paymcills made 10 A V ANT in consideration of the sublicense ; ( ii ) the fair market value of all non - cash consideration received by A V ANT from a Sublicen see, including, without limitation, equity in other companies, the value of which is to be calculated as the average closing price for a share of stock from the class of stock involved for 5 consecutive days preceding the execution of the sublicense agreement ; ( iii ) any premium over fair market value paid by a Sublicensee for an equity investment in AVANT ; ( iv ) milestone payments paid by a Sublicensee ; and ( v ) royalty payments on sales of Licensed Products received by A VANT from any Sublicensee . Sublicensee Fees shall not include any of the following : ( a ) sponsored research payments ; ( b ) payments for past research expenditures relating to development of Licensed Products ; ( e ) payments made for an equity investment in AVANT by a Sublicensee to the extent that such payments do not exceed the fair market value of such equity ; ( d ) payments made in consideration of the manufacture or supply of Licensed Products by A VANT to the extent that such payments do not exceed the costs of such manufacture and supply ; and ( e ) loans made to AVANT