definiens: means any and all of the following cash consideration that COMPANY or its AFFILIATES are to receive in conside ration of the grant of a sublicense under the NEKTAR AL LICENSED TECHNOLOGY or grant of other com mercialization rights with respect to SELECTED PRODUCT in a PARTNERING TRANSACTION : up -front payment, payment -7- upon signing, or initial license fees or other upfr ont payments ; license renewal, maintenance or similar payments, milestone and success payments ; p remiums or excess ( beyond those standard or reasonable in the industry ) on reimbursements of ge nuine and actual costs incurred by COMPANY or its AFFILIATES for past and/or future internal or e xternal research, development, manufacturing and/or commercialization activities ( including, wit hout limitation, premiums or excess ( beyond those standard or reasonable in the industry ) on costs fo r reagents, materials, equipment, salaries, testing, clinical trials, insurance, other administration co sts and any overhead reasonably attributable to suc h activities ) ; PREMIUMS ON EQUITY for purchases of se curities of COMPANY or its AFFILIATES ; discounts from fair market value for an y purchases of securities of the relevant SUBLICENSEE or its affiliated entities ; and other p ayments in excess of reimbursement of actual costs of past and/or future internal or external re search, development, manufacturing, patent prosecution and/or commercialization activities inc urred by COMPANY or its AFFILIATES . For clarity, PARTNERING REVENUES shall not include cons ideration received ( 1 ) as royalties or similar amounts payable as a percentage of net or g ross sales ( other than prepaid royalties or similar amounts payable as part of the first payment that C OMPANY or its AFFILIATES receive following effectiveness of the definitive agreement with resp ect to the PARTNERING TRANSACTION ), ( 2 ) on reimbursements of genuine and actual costs i ncurred by COMPANY or its AFFILIATES for past and/or future internal or external research, d evelopment, manufacturing and/or commercialization activities ( including, without li mitation, costs for reagents, materials, equipment, salaries, testing, clinical trials, insurance, pate nt costs, other administration costs and any overhe ad reasonably attributable to such activities ), ( 3 ) fo r purchases of securities of COMPANY or its AFFILIATES, except for PREMIUMS ON EQUITY, ( 4 ) for bona fide loans or credit, ( 5 ) for grants of rights other than rights for the SELECTED PRODUC T and ( 6 ) for a sale of substantially all of the business or assets of COMPANY ( whether by merger, s ale of stock, sale of assets or otherwise ) to which this AGREEMENT pertains . In addition, shall be reduced by the amount of withholding taxes or other amounts th at are deducted from the amount actually received by COMPANY and by the amount of operating expenses incurred by COMPANY with respect to such PARTNERING TRANSACTION