definiens: Enumeral Profit Share " means, \vith respcct to any Licensed Product, [ the fraction alb, where : a = total of Shared Costs paid by Enumeral in the achievement of the first succcssful conclusion of a Proof of Concept Phase 1 Clinical Trial or an Out - Licensing Transaction, \vhichever comes first, and b = combined total of Shared Costs paid by both Parties in the achievement of the first successful conclusion of a Phase 1 Proof of Concept Clinical Trial or an Out - Licensing Transaction, whichever comes first ; provided that : ( a ) if Enumeral opts out and the Opt - Out Date is before target selection, the Enumeral Profit Sharc is zero ; ( b ) if Enumeral opts out and the Opt - Out Date is after the date of Target Nomination and before the date of Development Candidate nomination, the Enumeral Profit Share is aI(O.5c ) x 0.15, where c= combined total of Shared Costs paid by both Parties in the nomination of a Development Candidate ; and ( c ) if Enumeral opts out and the Opt - Out date is on or after Development Candidate nomination, the Enumeral Profit Share is no lower than 0.15 ]