definiens: shall mean any and all consideration of any kind, whether monetary or otherwise, received by the Companyfor or in connection with the grant of, or otherwise pursuant to, the Teva Sublicense ( including any payments whichmay be made prior to the exercise of the option ), including, without limitation, one - time, lump sum, and otherpayments ( including milestone payments ), sublicensing and further sublicensing receipts and amounts received by theCompany which constitute royalties based on Sales of Licensed Products by Teva, its affiliates or its sublicenseesexcept for ( i ) amounts received by the Company from Teva as loan capital or equity capital loaned or purchased at orbelow fair market value;(ii ) amounts received by the Company in reimbursement of patent expenses and ( iii ) amountsreceived by the Company from Teva, and actually expended by the Company in respect of research related to LicensedProducts covered by the Teva Sublicense and/or development activities to be performed by or for the Company, plusreasonable overhead, provided that : 1.1