definiens: means any and all consideration in any form paid to Iterum by a Partner who is a sublicensee for the grant of a Sublicense under the Licensed Technology, including but not limited to upfront fees, success fees, license issue fees, lic ense maintenance fees, fees for transfer of intelle ctual property or other Product supporting documentation [ * ] ; provided that Sublicensing Income shall expressly not include ( a ) royalties ; ( b ) payments r eceived by Iterum ( as properly documented by Iterum and subject to audit ) in connection with research, development or supply activities under joint ventur es, partnerships or collaboration agreements where Iter um or an Affiliate is obligated to perform research, development or supply activities for any Product ; ( c ) other payments made by a Partner as consideratio n for Iterum ’s or an Affiliate ’s performance of servi ces or provision of goods ; ( d ) reimbursement of act ual patent prosecution, maintenance, enforcement or def ense expenses ; ( e ) loans to Iterum unless and until such loaned amount becomes forgiven ; ( f ) payments b ased on a profit share interest paid in considerati on for Iterum ’s or its Affiliate ’s payment of developm ent or commercialization expenses ; and ( g ) amounts paid for purchase of securities of Iterum to the ex tent that such payment does not exceed the fair mar ket value of such securities, but milestone payments ba sed on net sales thresholds shall be included as Sublicensing Income . For avoidance of doubt, Sublic ensing Income shall not include payments or fees from a Partner, where such Partner is a CRO or CMO, received by Iterum in exchange for an outsourcing of the Manufacture of Products or research or devel opment activities relating to the Development of Product on behalf of Iterum