definiens: means any consideration received by the Company or its Affiliates from aThird Party sublicensee and reasonably allocable to the grant of a sublicense of any intellectualproperty rights in the Clinical OnCyte Assets or the Preclinical OnCyte Assets pursuant to aProduct Sublicense or a Platform Sublicense, including any license signing fee, licensemaintenance fee, milestone payment and royalty payment . Sublicense Income shall exclude:(i ) payments received as reimbursement of out of pocket expenses for patent preparation, prosecution, and maintenance, enforcement or defense of patents covering the Products,(ii ) future R&D Funding, ( iii ) consideration received for an equity investment in the Company or itsAffiliates, provided such consideration is not in excess of fair market value of the equity on thedate of such investment, and ( iv ) loan proceeds paid to the Company or its Affiliates by asublicensee in an arms ’ length, full recourse debt financing . For purposes of hereof, unlessotherwise mutually agreed, shall mean the closing price of the Company’sordinary shares on the Euronext Brussels stock exchange on the first full trading day following thefirst public announcement of the applicable sublicense agreement