definiens: means all consideration in any form, including merger consideration, equity or other securities purchase price, exercise price, option purchase price, option fee, upfront, marketing, distribution, franchise, milestone, royalties or li cense payments, profit shares, fees, bonuses or oth er payments, paid ( directly or indirectly ) to, or for the benefi t of, Licensee, its Affiliates, or equity or other security holders ( or former equity or other security holders ) of License e or any of its Affiliates from any Sublicensees or other Third Parties solely with respect to any ( a ) grant of lic ense or other rights by Licensee or any of its Affi liates to the Licensed Compound or any Licensed Product, includin g any distribution rights or any sublicense under a ny of the Aerpio Patent Rights or Aerpio Know - How ( other than by any Program Transaction ) or ( b ) Program Transaction, in each case provided that to the exte nt that the consideration from any such transaction includes contingent payments related to future events or rel ease of escrowed amounts, such payments and amounts shall be included as Transaction Payments only as and whe n such payments and amounts are received ( directly or indirectly ) by or on behalf of Licensee or its Affi liates or such equity or other security holders ( or former equity or other security holders ) . Not included in Transac tion Payments shall be any consideration attributab le to the sale or transfer of physical assets, leases or inve ntory, and with respect to clause ( a ) ( but not clau se ( b ) ) above, the following will not be treated as Transaction Pa yments : ( i ) payments to reimburse Licensee for rese arch or development activities or for patent prosecution co sts specific to any Licensed Product, and ( ii ) paym ents made for debt or securities of Licensee up to fair marke t value ( with any premium on debt or securities inc luded as hereunder )