definiens: means all amounts received by [COMPANY] from a Third Party under a China Agreement, but specifically excluding : ( a ) amounts received in consideration of the issuance of equity or debt securi ties of [COMPANY] or its Affiliate ; ( b ) payments for research, development, or commercialization activities undertaken by [COMPANY] or its Affiliate ; ( c ) reimbursements for amounts paid or costs incurred by or on behalf of [COMPANY] or its Affilia te, including patent prosecution, maintenance, enforcement or defense expenses ; ( d ) amounts received as an extension of credit or loan or as a distribution of a patent enforcement award ; or ( e ) payments for the supply of goods and/or services . Notwithstand ing the foregoing, if an upfront payment under a China Agreement includes amounts received in consideration of the issuance of equity or debt securities of [COMPANY] or its Affiliate, [ * * * ], will be included in China Agreement Revenue . [ * * * ] . In the eve nt that [COMPANY] grants rights to the Product along with a license to any proprietary technology or intellectual property related to products other than the Product, [COMPANY] shall reasonably and in good faith allocate the amounts received among al l technology licensed or sublicensed, and China Agreement Revenue shall include only the portion allocated to the Product . For clarity, China Agreement Revenue excludes amounts received by [COMPANY] from a Third Party in connection with a sale of substa ntially all of the business or assets to which this Agreement relates