definiens: -shall mean consideration, whether monetary or otherwise, received(for the removal of doubt, whether received before or after thereceipt of FDA New Drug Approval or equivalent approval for anyProduct in any country ) by the Company for or from the grant ofSublicences and/or pursuant thereto, or in connection with the grantof an option for a Sublicence, except for : ( i)amounts received by the Company which constitute royaltiesbased on sales of the Products by Sublicensees ; ( ii)amounts received from a Sublicensee and actually expendedby the Company ( as evidenced by invoices, receipts or otherappropriate documents ) in respect of future research anddevelopment activities to be performed at the Company or onbehalf of such Sublicensee, provided that : ( a)such research and development, activities areperformed pursuant to a research and developmentprogram and research and development budget, a copyof which is furnished to Yeda ; ( b)the amounts attributed to overheads in the said researchand development budget do not, in the aggregate, exceed an amount equal to 35 % ( thirty - five percent ) ofthe total research and development budget, -10- it being agreed, for the removal of doubt, that any amounts receivedby the Company as aforesaid which are not actually expended bythe Company in the conduct of such research and developmentactivities shall be deemed to be Sublicensing Receipts ; the terms :,,,,,,,, and -shall bear the definitions assigned to them respectively in theheading or the preamble hereto, as the case may be