definiens: shall mean the total gross proceeds ( exclusive of Earned Royalties ) from asublicensee, including any license fees, maintenance fees, or milestone payments, whether consisting of cash or any other forms ofconsideration, which are actually received by RUGA in consideration of the grant of a sublicense of the Licensed Patents, providedhowever, shall not include proceeds attributed in such sublicense or such agreement, arrangement or otherrelationship to bona fide ( i ) debt financing ; ( ii ) equity ( and conditional equity, such as warrants, convertible debt and the like)investments in RUGA at market value ; ( iii ) reimbursements of patent prosecution, maintenance and enforcement costs actuallyincurred by RUGA ; and ( iv ) reimbursement for the cost of research and/or development services and manufacturing and supply to beprovided on a going forward basis by RUGA for the applicable sublicensee . Notwithstanding the foregoing, RUGA shall not have anyobligation to make any payments to [COMPANY] in connection with any sublicenses of any Jointly Owned Patent and the term as used in this Section 4.6 shall not include any gross proceeds received by RUGA in consideration of thegrant of a sublicense of any Jointly Owned Patent . RUGA pay the following percentages of sublicensing payments:(A ) Sublicensing payments received before IND is filed in the U.S. or equivalent for another Major Market : [ * * * * * ] of all sublicensingpayments ; Page 4 of 21Portions herein identified by [ * * * * * ] have been omitted pursuant to a request for confidential treatment under Rule 406 of theSecurities Exchange Act of 1933, as amended . A complete copy of this document has been filed separately with the Securities andExchange Commission