definiens: shall mean ( a ) the upfront payment, if any, actually received from a Sublicensee by Auxiliumupon execution of an agreement with such Sublicensee, and ( b ) any milestone payments actually received from a Sublicenseeby [COMPANY] in consideration for the grant of a sublicense to such Sublicensee under the Licensed Technology in the Field;provided, however, that Sublicense Income shall not include any such consideration received by [COMPANY] from any suchSublicensee in return for, as payment for or otherwise in respect of : ( i ) equity or debt of [COMPANY] ( provided, however, that theexclusion contained in this sub - clause ( i ) shall not apply to transactions between [COMPANY] and its Affiliates ), ( ii ) themanufacture or supply of ingredients or products, ( iii ) the performance of services ( including research and developmentservices other than screening services performed on behalf of a Sublicensee ) or other similar payments, ( iv ) reimbursement ofAuxilium ’s out of pocket costs and expenses, including patent expenses, or ( v ) the sale of [COMPANY] in whole or in part . Forthe sake of clarity, Sublicense Income will not be reduced by, and [COMPANY] will be deemed to have actually * * CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELYWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENTREQUEST