definiens: means any and all forms of consideration that the Parties receive from a Third Party Partner in connection with a Partnering Agreement, which may include upfront license fees, annual license or maintenance payments, milestone payments, royalties, imputed income on interest - free loans received from such Third Party and other similar payments ; provided, however, that Licensing Revenues shall exclude allY amuunts n : ceiveu by a Party or its Affiliate by way of ( a ) an equity investment by such Third Party ( but solely to the extent that such investment is at a price equal to or less than [ 110%1 of the fair market value of " * such Party 's or its Affiliate 's stock sold in such investment ), ( b ) a loan at then current market rates and terms, ( c ) research and development support ( at a reasonable FTE value ), ( d ) reimbursement of patent prosecution, maintenance, enforcement or defense expenses, or ( e ) [ ] Confidential treatment requested