definiens: means the cash value of any consideration receive d by HaiChang or its Affiliate from a Third Party in con nection with ( i ) an Exclusive Sublicense, ( ii ) an o ption, right of first negotiation, right of first refusal or oth er similar right to obtain an Exclusive Sublicense, or ( iii ) a covenant not to assert Patents covering a Licensed Compound or Licensed Product, including upfront payments, mi lestone payments ( including milestone payments based on the achievement of development, regulatory, sales or o ther milestone events ), option fees, royalties and other payments based on sales of products, and revenue s haring payments, but excluding consideration received by H aiChang or its Affiliate in the following categorie s : ( a ) the portion of any such consideration that relates to the value of intellectual property other than the Licensed IP that is licensed or subl icensed by HaiChang or its Affiliate to such Third Party ; ( b ) bona fide support for future research, development and manufacturing activities corresponding directly to the development of Licens ed Products pursuant to a written, verifiable contractual arrangement therefor and in the case of future research, development and manufacturing activities, an applicable work plan or budget ; ( c ) proceeds derived from debt financing, to the extent that such financing is at market rates ; ( d ) consideration received for the purchase of an equit y interest in HaiChang or its Affiliate to the extent that the price per share fo r such equity does not exceed the fair market value of such equity ; and ( e ) as reimbursement of HaiChang ’s patent costs incurre d for the prosecution and maintenance of the Licensed Patents