definiens: means the pre - tax profit realized by Seller or its Affiliates arising from any Permitted Sale, with the profit beingcalculated as : ( i ) aggregate payments or other consideration in any form received by Seller or any of its Affiliates from a Permitted Sale, or paymentsreceived by Seller or any of its Affiliates from a Third Party in lieu of any of the foregoing payments arising from a Permitted Sale, in each case, except for the Excluded Payments ( defined below ), minus ( ii ) aggregate out - of - pocket expenses incurred by Seller or its Affiliates after the ClosingDate solely for the development or commercialization of Orladeyo and/or BXC9930, as applicable, in the Permitted Sale Territory . For purposes ofProduct Partnering Revenue, means : ( a ) payments or grants received from a commercial or non - commercial Third Party, specifically to cover future reasonable, documented fully - burdened costs incurred by or on behalf of Seller or any Affiliate after the execution of such Permitted Sale directly attributable to the performance ofresearch and development of Orladeyo and/or BXC9930, as applicable, within the Permitted Sale Territory, which costs are expressly covered by thepurchaser under such Permitted Sale ; 17 ( b ) equity investments in Seller or any Affiliate to the extent priced at or below fair market value, provided that in the case of common stock orits equivalent, fair market value shall be the greater of : ( i ) the last reported closing price of Seller ’s common stock on Nasdaq, or ( ii ) the 30 - dayvolume - weighted average price of Seller ’s common stock ; ( c ) loans received as part of a debt financing for so long as an obligation of repayment exists, provided that if at the time any such debtbecomes due, the amount of such debt that is forgiven, and, for accounting or Tax purposes ( in accordance with GAAP ), is booked as income toSeller or its Affiliates, then such amount shall be deemed Product Partnering Revenue hereunder ; ( d ) loans received where Orladeyo and/or BXC9930, as applicable, forms part of the security package provided for the loan for so long as anobligation of repayment exists, provided that if at the time any such debt becomes due, the amount of such debt that is forgiven, and, for accounting orTax purposes ( in accordance with GAAP ), is booked as income to Seller or its Affiliates, then such amount shall be deemed Product PartneringRevenue hereunder ; ( e ) Tax credits or Tax receipts ; and ( f ) sales or supply of Orladeyo and/or BXC9930, as applicable, inventory at or below Seller ’s actual cost of goods sold, provided, however thatany mark - up from, or other amounts in excess of, the Seller ’s cost of goods sold for such inventory shall be Product Partnering Revenue