definiens: means all consideration, in whatever form, receiv ed by Infinity or any of its Affiliates from one or more Third Partie s in all Qualifying Transactions, solely as such consideration relates to the IPI-145 Product, exclu ding consideration in the form of : ( a ) reimbursements of Infinity ’s or any of its Affiliat es ’ actual internal or out - of- pocket costs related to the IPI- 145 Product incurred after June 30, 2016, regardles s of the form or timing of such reimbursement ( for example, and without limitation, wheth er such reimbursement is paid as an up - front payment, a milestone payment or a contingent payment of any kind ) ; ( b ) payment on behalf of, or reimbursement to, Infinity or any of its Affiliates of reasonable out - of- pocket costs actually incurred or paid in the filing, prosecution, maintenance, enforcement o r defense of any of the [COMPANY] Patents or Infinity Patents ; ( c ) that portion of the amounts received by Infinity or any of its Affiliates as a result of enforcement of intellectual property rights related to the IPI -145 Product which ( i ) reimburse Infinity or its Aff iliates for any costs or expenses incurred with respect to such enforcement and related defense or ( ii ) Infinity or its Affiliates are required to pay to the relevant Third Party or any of its Affiliates or sublicensees pursuant to the rele vant Qualifying Transaction agreement ; ( d ) payment on be half of Infinity, or reimbursement to Infinity, of payments due under Existing Infinity T hird Party Agreements ; ( e ) payments for the purchase of equi ty securities of Infinity or any of its Affiliates ( including conditional equity, such as warrants, convertible debt and the like ), u p to the fair market value of such equity on the date of such purchase ; and ( f ) proceeds to Infinity or any of its Affiliat es in a debt transaction