definiens: shall mean Net Sales of Products by Company and it s Affiliates, plus all royalties, license fees, milestone payments, annual maintenance fee or similar payment or consideratio n paid by a Licensee to Company or its Affiliates in consider ation for the grant by Company or its Affiliate of a license to develop, make, have made, use, distribute for sale, promote, market, offer for sale, sell, have sold, import or export Drug Candidates or Products ( with any of the foregoing consideration received by Company other than in the form of cash to be valued at its fair market va lue as of the date of receipt ), minus any payments attributable to Product that are made by Company or its Affiliat es in respect of a Third Party Patent License ; provided, however, that shall in any event exclude any funds paid to directly support research and/or development actually being performed by Company or its Affiliates ( in amounts that are commercially reasonable in light of the research and/or developm ent services being performed ), and payments for equ ity or debt securities of Company or its Affiliates ( excep t to the extent such payments exceed the fair marke t value of such securities upon date of receipt, in which even t such excess over fair market value shall be inclu ded in the calculation of Product Revenues )