definiens: shall mean those funds received by Licensee from a Sublicensee in connection with the grant to said Sublicensee of rights under Agreement Patents, which funds are actually used to pay for research and/or development by Licensee rel ating directly to Licensed Products, which work is to be performed by or for Licensee after the date o f the sublicense agreement and with results to be reported to and licensed to Sublicensee and which i s to be performed at a total cost that does not exc eed Licensee ’s direct costs . Notwithstanding the forego ing, Contract Research funds received from a Sublicensee which are in excess of [ * * * ] percent ( [ * * * ] % ) of the total consideration received by Licensee from that Sublicensee in any calendar year shall be excluded from the definition of Contract Research and included in the definition of Net Proc eeds, unless otherwise approved at the time of execution of the relevant sublicense by AECOM