definiens: shall mean any revenue received by Auspex and its Affiliates pursuant to a Sublicense as compensat ion for any license or sale, as applicable, of the right to sell in the U.S. Products for which the deuterated pirfenidone contained therein or the manufacture or use of such deuterated pirfenidone is claimed, at the time such revenue is earned by Auspex a nd its Affiliates, by a Valid Claim, including upfront payments, milestone payments, and royalty payments but excluding any revenue received : ( a ) for equity or debt securities of Auspex, to the extent that such consideration does not exceed the then -curren t fair market value of such securities ; ( b ) as reasonable cost -based funding for research, development, manufacturing or commercialization activities undertaken by or on behalf of Auspex following the execution of the Sublicense ; ( c ) for the right to sell such Products with respect to countries or jurisdictions other than the United States ; ( d ) with respect to products other than such Products, provided that the Parties shall meet and negotiate in good faith to agree upon any allocation of revenue between s uch Product and such other products ; ( e ) as a bona -fide loan, provided that any loan amounts that are forgiven shall be included in Sublicense Revenue ; or ( f ) as reimbursement for patent, trademark or other expenses incurred by Auspex following execution o f the Sublicense