definiens: means all non - royalty inco me ( whether in the form of upfront payments, milestone payments or otherwise ) received by Trevi or any of its Affiliates from a Sublicensee specifi cally for the grant of a sublicense of the license granted to Trevi under Section 2.1 hereof to such Sublicensee with respect to the development, manufacture or commercializatio n of a Licensed Product ( or, if rights in addition to a sublicense under Section 2.1 are granted to such Su blicensee, then reasonably allocated to the grant o f the sublicense of rights under Section 2.1 with respect to such Licensed Product ), excluding : ( i ) amounts received by Trevi or any of its Affilia tes from such Sublicensee as the purchase price for debt or equity securities of Trevi or any of its Affiliates, except that amounts which excee d the fair market value of such debt or equity securities will not be so excluded to the extent otherwise fa lling within this definition ; ( ii ) amounts received by Trevi or any of its Affili ates as payments for their actual reasonably allocated costs ( including personnel costs and out- of - pocket costs ) to perform research, development o r commercialization activities undertaken by Trevi or its Affiliates for, or in collaboration with, such Sublicensee with respect to Licensed Product ; ( iii ) actual and reasonable out - of - pocket costs pai d to Trevi or any of its Affiliates for the prosecution, maintenance, defense and enforcement o f Patent Rights relevant to Licensed Product ; ( iv ) amounts received by Trevi or any of its Affili ates as reimbursement for costs borne solely by Trevi or any of its Affiliates, with respect to Third Party claims for which the Sublicensee is obl igated to indemnify Trevi or any of its Affiliates, to the extent related to Licensed Product ; and 6 ( v ) amounts paid by such Sublicensee to Trevi or an y of its Affiliates or other Sublicensees to purchase any Licensed Product as to which [COMPANY] w ill receive a royalty on the direct sale by the Sublicensee