definiens: means all royalties, license f ees, milestone payments, annual maintenance fees or similar payments or consideration paid by a Lice nsee to Company or its Affiliates in consideration for the grant by Company or its Affiliate of a license to d evelop, make, have made, use, distribute for sale, promote, market, offer for sale, sell, have sold, import or export Drug Candidates or Products or for the pract ice of such license ( with any of the foregoing consideration re ceived by Company other than in the form of cash to be valued at its fair market value as of the date of r eceipt ), provided that PTC License Income shall exc lude the proceeds of any debt or equity issuance ( except to the extent such payments exceed the fair market val ue of such securities upon date of receipt, in which event suc h excess over fair market value shall be included i n the calculation of PTC License Income ), research and de velopment funding ( except to the extent such fundin g is not reimbursement for the Company ’s commercially reason able out - of - pocket, personnel and indirect expenses incurred after the grant of such license to such Li censee and pursuant to a research or development pl an approved by such Licensee, in which event such exce ss shall be included in the calculation of PTC Lice nse Income ), and any merger or acquisition consideratio n