definiens: shall also meanSupplementary Protection Certificate ( within the meaning of such term underCouncil Regulation ( EU ) No . 1768/92 ) or any other similar statutory protection;1.2.6 - shall mean an exclusive worldwide license in respect of Yeda ’s rights in and to theLicensed Information and the Joint Patents, for the development ( by the Companyor by a Subcontractor on the Company ’s behalf ), manufacture ( by the Company orby a Subcontractor on the Company ’s behalf ), production, use, marketing, distribution, offering for sale, export and import and sale of the Licensed Products, subject to the provisions of clause 4.1 below and the other terms and conditions ofthis Agreement;1.2.7 - shall mean : ( i ) the Invention ; and ( ii ) the Know How;1.2.8 - shall mean : ( i ) the Products ; and ( ii ) the Combination Products;1.2.9 - shall mean the total amount invoiced by the Company and the total amountinvoiced by the Company ’s Affiliated Entities in connection with the sale ofLicensed Products ( for the removal of doubt, whether such sales are made beforeor after the First Commercial Sale of any Licensed Product in any country);provided that, with respect to sales which are not at arms - length and/or are not inthe ordinary course of business and/or are not according to then current marketconditions for such a sale, the term shall mean the total amount thatwould have been due in an arms - length sale made in the ordinary course ofbusiness and according to the then current market conditions for such sale or, inthe absence of such current market conditions, according to market conditions forsale of products similar to the Licensed Products, in all cases after deduction of : CONFIDENTIAL TREATMENT REQUESTED - 5 - ( i ) sales taxes, excise or similar taxes ( including value added taxes ) to the extentapplicable to such sale and included in the invoice in respect of such sale ; ( ii ) freight and insurance charges to the extent such items are separately itemizedon invoices ; ( iii ) credits or allowances, if any, actually granted on account of price adjustments, recalls, rejections or returns of Licensed Products previously sold ; and provided further that, with respect to sales by the Company to any AffiliatedEntity of the Company, the term shall mean the higher of : ( a ), as defined above, with respect to sales which are not at arms - length and / orin the ordinary course of business and/or according to current market conditions;and ( b ) the total amount invoiced by such Affiliated Entity on resale to anindependent third party purchaser after the deductions specified in subparagraphs(i ) through ( iii ) above, to the extent applicable . For the removal of doubt if anyLicensed Product is sold by the Company to an Affiliated Entity of the Companyand is subsequently resold by such Affiliated Entity, the Company shall pay Yedaroyalties on the Net Sales value as determined as aforesaid ( and not on both thesale and resale of such Product ) . For the further removal of doubt, the dispositionof any Licensed Product, without charge, for demonstration and/or testing purposesshall not be considered to be a sale for the purposes of this clause 1.2.9 andclause 4.1.2 below;1.2.10 - shall mean any products, the development or production of which is based on, orinvolves, the use of the Licensed Information, or part thereof, or which are producedor manufactured using a process, method or system covered by a claim under anyJoint Patent;CONFIDENTIAL TREATMENT REQUESTED - 6 -1.2.11 and - shall mean a bona fide subcontracting agreement pursuant to which a contractoris engaged on a pure work order basis for the sole purpose of manufacturing ordeveloping any of the Licensed Products ( or part thereof ) on the Company ’s behalf, for monetary consideration only ; and the term shall be construedaccordingly;1.2.12 and shall mean any right granted, licence given, or agreement enteredinto, by the Company to or with any other person or entity, permitting any use of theLicensed Information and/or the Joint Patents ( or any part thereof ) for thedevelopment and/or manufacture and/or production and/or marketing and / ordistribution and/or sale of Licensed Products ( whether or not such grant of rights, license given or agreement entered into is described as a sublicense or as anagreement with respect to the development and/or manufacture and/or productionand / or distribution and/or marketing and/or sale of Licensed Products or otherwise),provided, however, that a Subcontracting Agreement shall not be deemed to be a ; and the term shall be construed accordingly;1.2.13 - shall mean consideration, whether monetary or otherwise, received ( for theremoval of doubt, whether received before or after the First Commercial Sale in anycountry ) by the Company for or from the grant of Sublicences and/or pursuantthereto, or in connection with the grant of an option for a Sublicence, includingamounts received by the Company which constitute royalties based on sales of theLicensed Products by Sublicensees ; except for amounts received by the Companyfrom a Sublicensee and actually expended by the Company in respect of LicensedProduct - related research and/or development activities to be performed by theCompany for such Sublicensee plus reasonable overhead that shall in no eventexceed * * * *, after the date of signature of the relevant Sublicence ( or, as the casemay be, option * * * * CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION . CONFIDENTIALTREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.CONFIDENTIAL TREATMENT REQUESTED - 7 - to sublicence ), provided that : ( a ) any such amounts constitute research and/or development funding only and notpayment for Licensed Products nor any other type of grant or benefit, ( b ) such research and/or development activities are performed pursuant to a definedresearch and development program and research and development budget agreedwith the relevant Sublicensee, a copy of which is provided to Yeda ; and ( c ) the Company submits to Yeda a written expense report, confirmed by theCompany ’s chief financial officer, demonstrating that such amounts have actuallybeen expended and/or incurred by the Company in the conduct of such researchand / or development activities in accordance with such work program and budget, and that the expenses actually incurred by the Company as aforesaid includereasonable overhead costs, it being agreed, for the removal of doubt, that any amounts received by theCompany as aforesaid, but not expended and/or incurred as set out above, shall bedeemed to beSublicensing Receipts;1.2.14 the terms :,,,,,, and, - shall bear the definitions assigned to them respectively in the heading or thepreamble hereto, as the case may be