definiens: shall mean ( a ) the upfront payment, if any, received from a Sublicensee by [COMPANY] upon execution of an agreement with such Sublicensee, and ( b ) anymilestone payments received from a Sublicensee by [COMPANY] in consideration for the grant of a sublicense to such Sublicensee under the Licensed Technology in the Field ; provided, however, that Sublicense Income shall not include any such consideration received by [COMPANY] from any such Sublicensee in return for, as payment for or otherwise in respect of : ( i ) equity ordebt of [COMPANY] ( provided, however, that the exclusion contained in this sub - clause ( i ) shall not apply to transactions between [COMPANY] and its Affiliates ), ( ii ) the manufacture or supply ofingredients or products, ( iii ) the performance of services ( including research and development services other than screening services performed on behalf of a Sublicensee ) or other similarpayments, ( iv ) reimbursement of [COMPANY] ’s out of pocket costs and expenses, including patent expenses, or ( v ) the sale of [COMPANY] in whole or in part . For the sake of clarity, SublicenseIncome will not be reduced by, and [COMPANY] will be deemed to have received, any amount(s ) for which a Sublicensee is entitled to a deduction or setoff under the agreement betweenAuxilium and the Sublicensee and for which BTC is not responsible under the terms of this Agreement . For the sake of further clarity, Sublicense Income will include any sublicense incomereceived by [COMPANY] from its Sublicensee pursuant to a sub - sub license agreement entered into by [COMPANY] ’s Sublicensee with a Person in the Territory