definiens: -shall mean consideration, whether monetary or otherwise, including fees and lump sumpayments, received ( for the avoidance of doubt, whether received before or after theFirst Commercial Sale in any country ) by the Company for or from the grant ofSublicences and/or pursuant thereto, or in connection with the grant of an option for aSublicence ( where such option is in return for consideration ) ( for the further avoidanceof doubt, including amounts received by the Company which constitute royalties basedon sales of Company Products by Sublicensees ), except for : ( i ) amounts received by the Company which constitute royalties based on sales ofWIS Products by Sublicensees in respect of which royalties are payable to Yedahereunder ; ( ii ) amounts received by the Company from : ( 1 ) a Sublicensee to cover direct costs of Product - related research ordevelopment activities to be performed by the Company for such Sublicenseeafter the date of signature of the relevant Sublicence ( or, as the case may be, option for a Sublicence ) or - 14 - ( 2 ) governmental or philanthropic sources, including the Incubators Committee, for Product - related research or development activities and actually expended by the Company ( as evidenced by invoices, receipts or otherappropriate documentation ), provided that : ( a ) any such amounts constitute research and/or development funding only and notpayment for 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 budgetagreed with 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 independent accountant or chief ﬁnancial oﬃcer, setting out the timeand materials utilised, and reasonable overhead costs and other expensesactually incurred by the Company in the conduct of the said research anddevelopment activities, which report demonstrates that such amounts haveactually been expended by the Company in the conduct of such research and / ordevelopment activities in accordance with such work program and budget and atthe times set out therein, it being agreed, for the avoidance of doubt, that any amounts received by the Companyas aforesaid, but not expended as set out in this sub - clause ( ii ), shall be deemed to beSublicensing Receipts ; ( iii ) amounts received by the Company which are used by the Company for thepurpose of the payment of costs and fees incurred in the preparation, filing, prosecution and the like of patent applications ﬁled in accordance herewith andthe maintenance of any patents granted thereon ; and ( iv ) investments in the equity or debt of the Company to the extent such investmentsare at fair value ( amounts above fair value will be deemed SublicensingReceipts ) ; 1.2.29