definiens: shall mean ( a ) the upfront payment, if any, actually received from a Sublicensee byAuxilium upon execution of an agreement with such Sublicensee, and ( b ) any milestone payments actually receivedfrom a Sublicensee by [COMPANY] in consideration for the grant of a sublicense to such Sublicensee under the LicensedTechnology in the Field ; provided, however, that Sublicense Income shall not include any such consideration receivedby [COMPANY] from any such Sublicensee in return for, as payment for or otherwise in respect of : ( i ) equity or debt ofAuxilium ( provided, however, that the exclusion contained in this sub - clause ( i ) shall not apply to transactionsbetween [COMPANY] and its Affiliates ), ( ii ) the manufacture or supply of ingredients or products, ( iii ) the performance ofservices ( including research and development services other than screening services performed on behalf of aSublicensee ) or other similar payments, ( iv ) reimbursement of [COMPANY] ’s out of pocket costs and expenses, includingpatent expenses, or ( v ) the sale of [COMPANY] in whole or in part