definiens: means, with respect to any Liccnscd Product, [ the fraction aib, where : a = total of Shared Costs paid by Enumeral in the achievement of the first successful conclusion of a Proof of Concept Phase 1 Clinical Trial or an Out - Licensing Transaction, whichever comes first, and b = : combined total of Shared Costs paid by both Parties in the achievement of the first successful conclusion of a Proof of Concept Phase 1 Clinical Trial or an Out - Licensing Transaction, whichever comes first ; provided that, ( a ) if MDACC opts out and the Opt - Out Date is before target selection, the MDACC Profit Share is zero ; ( b ) if MDACC opts out and the Opt - Out Date is after the date of Target Nomination and before the date of Development Candidate nomination, the MDACC Profit Share is a/(0.5c ) x 0.15, where c= combined total of Shared Costs paid by both Parties in the nomination of a Development Candidate ; and ( c ) if MDACC opts out and the Opt - Out date is on or after Development Candidate nomination, the MDACC Profit Share is no lower than 0.15J