definiens: means all consideration actually received in respect of a Product by RedHill or itsAffiliates from Sublicensees, including payments ( x ) as upfront or milestone payments in respect of a Sublicense ( ) and ( y ) as royalties on account of sales of a Product effected by suchSublicensees, including, as to Commercialization Partners, purchase price paid and all other consideration by them toRedHill or its Affiliates for Product ( ), excluding in all instances, ( i ) loan proceedspaid to RedHill by a Sublicensee in an arms’-length, full recourse debt financing to the extent that such loan is notforgiven ; and ( ii ) equity ( and conditional equity, such as warrants, convertible debt and the like ) investments in RedHillor any Affiliate thereof by a Sublicensee up to the amount of the fair market value of the equity purchased on the dateof the investment ; ( iii ) patent prosecution costs incurred or which shall be incurred by RedHill ; ( iv ) the cost andfinancing of research and/or development activities or services performed or to be performed by RedHill or expendedor to be expended by RedHill ; and ( v ) marketing expenses which have been or shall be expended by RedHill