definiens: means any and all forms of consideration that the Parties receive directly or indirectly from aThird Party Partner in connection with a Partnering Agreement, which may include upfront license fees, annual license ormaintenance payments, milestone payments, royalties, imputed income on interest - free loans received from such Third PartyPartner and other similar payments ; but Licensing Revenue shall exclude any of the following amounts received by a Party orits Affiliate under a Partnering Agreement : ( a ) an 7.equity investment by such Third Party ( but solely to the extent that such investment is at a price equal to or less than 125 % ofthe fair market value of such Party ’s or its Affiliate ’s stock sold in such investment ) ; ( b ) a loan at reasonable interest rates ; ( c)research and development support ( at a reasonable FTE value ) ; ( d ) reimbursement of Patent prosecution, maintenance, enforcement or defense expenses ; or ( e ) payments directly attributable to supplying goods ( at no more than 125 % of actualmanufacturing cost ) or services to such Third Party Partner to enable the commercialization of such Partnered Product