definiens: means any and all forms of consideration that [COMPANY] or any [COMPANY] Affiliate receivesdirectly or indirectly from a Third Party Partner in connection with a Partnering Agreement, which may include upfront licensefees, annual license or maintenance payments, milestone payments, royalties, imputed income on interest - free loans receivedfrom such Third Party Partner, the portion of an equity investment in [COMPANY] or a [COMPANY] Affiliate that is greater than the fairmarket value of [COMPANY] ’s or its Affiliate stock sold in such investment at the time of sale and other similar payments ; butLicensing Revenue shall exclude any of the following amounts received by [COMPANY] or its Affiliates under a PartneringAgreement : ( a ) an equity investment by such Third Party ( but solely to the extent that such investment is at a price equal to orless than the fair market value of [COMPANY] ’s or its Affiliate ’s stock sold in such investment at the time of sale ) ; ( b ) a loan atreasonable interest rates for work required to be performed by [COMPANY] and directed to the Development or Commercializationof Licensed Products subject to the Agreement ; ( c ) research and development support ( at a reasonable FTE value);(d ) reimbursement of patent prosecution, maintenance, enforcement or defense expenses ; or ( e ) payments directly attributableto supplying goods ( at no more than one hundred twenty - five percent ( 125 % ) of actual manufacturing cost ) or services to suchThird Party Partner to enable the commercialization of the Licensed Product that is subject to the Partnering Agreement