definiens: or means, in respect of each Program, except as otherwise specified in this Agreement : ( i ) all revenues, receipts, monies, and the fair market value of any shares or other securities and all other consideration direct ly or indirectly collected or received whether by way of cash, credit or other value received by the Managing Party or its Affiliate in respect of a Lic ense relating to a Program or Product, including all : ( A ) exclusivity fees, option fees, license fees, milest one payments, and royalties ; and ( B ) research or development fees in excess of the direc t reimbursement for the actual costs of such research and developme nt incurred by the Managing Party ; and ( C ) loans to the Managing Party by a Licensee to the ex tent that the interest charged for same is less than fair market value ( in which case such difference shall be NPC ) or to the extent that the principal of same is forgiven ( in which case such f orgiven amount shall be NPC ) ; and ( D ) investments in the Managing Party by a Licensee to the extent that such investments are made at greater than fair mark et value ( in which case such premium shall be NPC ) ; ( ii ) minus the following deductions : - 12 - ( A ) License Commercialization Costs incurred, paid or r eimbursed by the Managing Party, to the extent they are within t he applicable Commercialization budget established by the JCC ( if any ) ; and ( B ) Third Party royalties, if any, paid or reimbursed b y the Managing Party, but only to the extent those royalties have been approved by the Participating Party in advance or could not rea sonably be avoided in order to Commercialize the Product or Pr ogram in the applicable portion of the Territory, and further pr ovided that each Party will solely bear any Third Party royalties ar ising from such Party ’s breach of warranty under Sections 15.4 or 1 5.5 or covered by such Party ’s indemnity obligations under Article 16