definiens: shall mean cash milestone payments payable [ * ] to Anza under the [ * ] for the achievement of a research, development or commercialization event with respect to a Covered Product, in each case less ( i ) the amount of any withholding Taxes or other amounts that are deducted from the amount paid to Anza and not subsequently rec eived by or credited to Anza and ( ii ) the amount of research and development expenses incurred by Anza, after the [ * ] and before the date of achievement of such event, in the course of Anza ’s performance of its obligations under the [ * ] pursuant to a r esearch or development plan in the program for which the milestone is met, to the extent that such expenses ( 1 ) have not been reimbursed by and are not eligible for reimbursement [ * ] or any Third Party and ( 2 ) have not been previously deducted from other milestone payments . For the avoidance of doubt, [ * ] shall exclude any up -front payments, license issuance fees, license renewal, maintenance or similar fees, amounts paid for the purchase of equity securities from Anza ( to the extent the amount for such equity purchase does not exceed the fair market value of such equity ), royalties or similar amounts payable as a percentage of net sales, gross sales or profits, bona fide loans made [ * ] to Anza, payments for internal and external research, development, manufacturing and/or commercialization activities ( including costs for reagents, materials and equipment, salaries, patent costs and other administration and overhead costs ) and amounts paid for the sale of all or substantially all of the business or asse ts of Anza ( whether by merger, sale of stock, sale of assets or otherwise ) . Notwithstanding the foregoing, premiums paid in excess of fair market value in connection with the purchase of equity securities from Anza shall be included among [ * ], provided t hat such amounts are paid upon the achievement of a research, development or commercialization event as described above and are not paid as up -front payments, license issuance fees or otherwise