definiens: means, without duplication, any partnership distributions, upfront payments, milestone payments or similar payments or any other amounts payable by the Licensees to the Company or its Affiliates under or in respect of the applicable License Agreement or any other amounts or proceeds aris ing from the applicable License Agreement other than : ( a ) payments by Licensees for payment or reimbursement of expenses, including patent prosecution, defense, enforcement or maintenance expenses in respect of any -21- intellectual property or IP Rights ; ( b ) the fair market value of payments received by Company from a Licensee for any debt and/or equity securities or instruments issued by Company, or payments for an acquisition of all or substantially all of its assets t hat include the assignment of this Agreement ; and ( c ) funds received from a Licensee as a reimbursement of expenses for bona fide research and development of products ( including payments for employees and contractors, clinical development, regulatory and q uality affairs, process development and manufacturing expenses )