definiens: means ( i ) a license orsublicense granted to an academic collaborator, service provider, contract researchorganization, contract manufacturer or similar Third Party that does not grant to such ThirdParty commercialization rights with respect to the Product, ( ii ) a license or sublicense notinvolving a grant of rights to the Product and that, prior to such time as Apellis has filedapplications for Regulatory Approval with both FDA and EMA, does not grant a Third Partylicensee commercialization rights for a product for PNH or ( iii ) a Licensing Transactioninvolving the grant of rights to the Product solely for use in the treatment of ophthalmicindications and where such Licensing Transaction under this clause ( iii ) will be structured toprovide for ( a ) at least a [ * * ] % profit split for Apellis or an effective royalty rate ( disregardingcustomary contingencies for reductions to royalties due to royalties owed to Third Parties, patent expiration and generic competition ) payable to Apellis of at least [ * * ] % of net productsales or ( b ) payments to Apellis, including upfront payments, research and developmentfunding, payments for equity and development and regulatory milestone payments, of at least$ [ * * ], which ( in the case of ( a ) or ( b ) ) would provide payments to Apellis that, together with thecash Apellis in good faith projects as of the execution date of such Licensing Transaction willotherwise have available to contribute to such development costs, would total an amountwhich equals or exceeds the then - remaining aggregate development costs anticipated to beincurred by Apellis as of the execution date of such Licensing Transaction for the completionof Apellis ’ DERBY and OAKS clinical trials and CMC activities in order to obtain regulatoryapproval of Apellis ’ product for the treatment of geographic atrophy by the FDA in the US andby the EMA in Europe, which good faith financial projections at the time of such LicensingTransaction are consistent with the latest of either ( A ) Apellis ’ then - most - recent financialprojections presented to the Board of Directors of Apellis or ( B ) Apellis ’ then - most - recentpublicly announced financial projections