definiens: shall mean any revenue received by Auspex and its Affiliates pursuant to a Sublicense ascompensation for any license or sale, as applicable, of the right to sell in the U.S. Products for which the deuteratedpirfenidone contained therein or the manufacture or use of such deuterated pirfenidone is claimed, at the time such revenue isearned by Auspex and its Affiliates, by a Valid Claim, including upfront payments, milestone payments, and royalty paymentsbut excluding any revenue received : ( a ) for equity or debt securities of Auspex, to the extent that such consideration does notexceed the then - current fair market value of such securities ; ( b ) as reasonable cost - based funding for research, development, manufacturing or commercialization activities undertaken by or on behalf of Auspex following the execution of theSublicense ; ( c ) for the right to sell such Products with respect to countries or jurisdictions other than the United States;(d ) with respect to products other than such Products, provided that the Parties shall meet and negotiate in good faith to agreeupon any allocation of revenue between such Product and such other products ; ( e ) as a bona - fide loan, provided that any loanamounts that are forgiven shall be included in Sublicense Revenue ; or ( f ) as reimbursement for patent, trademark or otherexpenses incurred by Auspex following execution of the Sublicense