definiens: shall mean all consideration of any kind received by [COMPANY] from a [COMPANY] Licenseefor the grant of authority to use, develop, make, sell and/or otherwise commercialise the Field Products and / orpursuant to licenses or other agreements granting such authority, but : ( 1 ) excluding : ( a ) funds in reimbursementof or to finance reasonable research and development costs incurred prior to the date hereof in the amount ofUS $ 900,000 ( Nine Hundred Thousand United States Dollars ) or incurred thereafter by [COMPANY] or bysubcontractors of [COMPANY] who conduct research and development activities for [COMPANY], provided that GalmedLicensees and their Affiliates shall not be deemed subcontractors for the purposes of this paragraph ( a ) ; and(b ) funds in reimbursement of or to finance costs incurred prior to the date hereof or thereafter by [COMPANY] inpayment of official fees, reasonable costs and reasonable attorneys ’ fees in the prosecution of the PatentApplications and/or the maintenance of the Patents and/or in the performance of the recordals of inventorshipand the assignments referred to in clauses 2(a ) and 3(b ) below, respectively, provided that the amount of anydeduction, pursuant to this paragraph ( b ) together with all such deductions previously made, shall in no eventexceed 50 % ( fifty percent ) of the total accumulated costs so incurred by [COMPANY] at the time such deduction ismade ; and ( 2 ) after deduction of : ( c ) income taxes deducted or withheld by the paying third party on suchconsideration ; ( d ) value - added and/or sales tax and any other similar tax or levy imposed and payable byGalmed on such consideration ; and ( e ) any part of such consideration which [COMPANY] shall have returned to suchthird parties because of overpayment to [COMPANY] ; - 4 - 1.11