definiens: shall mean any and all consideration of any kind, whether monetary or otherwise, received by the Com pany for or in connection with the grant of, or otherwise pursuant to, the Teva Sublicense ( including any payments which may be made prior to the exercise of the option ), including, without limitation, one -time, lump sum, and other payments ( including mile stone payments ), sublicensing and further sublicensing receipts and amounts received by the Company which constitute royalties based on Sales of Licensed Products by Teva, its affiliates or its sublicensees except for ( i ) amounts received by the Company fr om Teva as loan capital or equity capital loaned or purchased at or below fair market value;(ii ) amounts received by the Company in reimbursement of patent expenses and ( iii ) amounts received by the Company from Teva, and actually expended by the Company in respect of research related to Licensed Products covered by the Teva Sublicense and/or development activities to be performed by or for the Company, plus reasonable overhead, provided that : 1.1 . any such amounts constitute research and/or development funding only and not payment for Licensed Products nor any other type of grant or benefit ; 1.2 . such research and/or development activities are performed pursuant to a defined research and development program and research and development budget agreed with Teva, a copy of which is provided to Hadasit ; and 1.3 . the Company submits to Hadasit, by no later than 60 ( sixty ) days of the filing of a BLA or equivalent, a written expense report, confirmed by the Company ’s chief financial officer, demonstrating that such amounts have actually been expended and/or incurred by the Company in the conduct of such research and/or development activities in accordance with such work program and budget, and that the expenses actually incu rred by the Company as aforesaid include reasonable overhead costs, it being agreed, for the removal of doubt, that any amounts received by the Company as aforesaid, but not expended and/or incurred as set out above, shall be deemed to be Teva Sublicensing Receipts