definiens: means the net license issuance fees ; license main tenance fees ; and milestone payments paid upon completion of a regulatory miles tone, commercial launch, or similar milestone ; royalties ; and all other similar revenue ; in each c ase actuall y received by Raptor and its Affiliates from a Licensee as consideration for the grant to such Lic ensee of a license under a Valid Claim, or otherwis e under the Transferred Technology, to make and sell NeuroTrans Products, excluding ( i ) all amounts paid to Raptor and its Affiliates for purchases of any prod ucts, services, equity, other securities, or other items ; ( ii ) any cost sharing or reimbursements ; ( ii i ) amounts paid for facilities or equipment ; ( iv ) l oans ; dividends ; profit distributions and amounts that ar e creditable by the Licensee against other payments ; ( v ) payments for rights or licenses under Technolog y or Intellectual Property, other than the Transfer red Technology, ( such as payments for any other Intelle ctual Property or Technology owned by Raptor or its Affiliates ) and payments based upon products ot her than NeuroTrans Products ; ( vi ) all amounts paid in connection with a sale of all or substantially a ll of the business or assets of Raptor or its Affil iates related to this Agreement ; and ( vii ) non - cash consi deration . Notwithstanding the foregoing, Licensing Revenue ( A ) shall be reduced by the amount of any c ash payments to third parties in respect of the amounts received by Raptor and its Affiliates ( incl uding, without limitation, royalties on the same products paid to third parties under technology in- licenses ) ; and ( B ) shall be net of any applicable t axes and other amounts credited or deducted against the amounts actually paid to Raptor and its Affiliates