definiens: shall mean consideration received ( for the avoidanceof doubt, whether received before or after the FirstCommercial Sale in any country ) by the Company asconsideration for the grant of Sublicenses, or asconsideration for the grant of an option for aSublicense, except for : ( i ) amounts received by theCompany which constitute royalties based on salesof the Products by or on behalf of Sublicensees inrespect of which the Company has paid royalties toYeda ; ( ii ) amounts received from a Sublicensee tocover reasonable, bona fide costs ( includingreasonable overhead ) to be incurred by the Companyafter the date of signature of the relevant Sublicencein the performance of research or developmentactivities under a Sublicence in connection with aProduct or a product expected to become a Product, to the extent that : ( a ) such research and / ordevelopment activities are performed pursuant to adetailed research and development program andresearch and development budget agreed with therelevant Sublicensee, a summary of which isprovided to Yeda ; and ( b ) at the end of eachcalendar year of the research and developmentprogram, the Company submits to Yeda a writtenexpense report, audited by an independentaccountant or certified by the Company ’s ChiefFinancial Officer or other senior financial officer ofthe Company ( or the relevant business division ofthe Company ( if there is more than one businessdivision ) ), setting out the research and developmentactual costs and reasonable overhead costs andother expenses actually incurred by the Company inthe conduct of the said research and developmentactivities, which report demonstrates that suchamounts have actually been expended by theCompany during such calendar year in the conductof such research and/or development activities inaccordance with such detailed research anddevelopment program and budget, it being agreedthat any amounts received by the Company asaforesaid, but not expended as set out above, shallbe deemed Sublicensing Receipts, unless suchamounts are carried over for the performance of workunder such research and development program inthe subsequent calendar year only ; and ( iii ) equityinvestments in the Company made at arm ’s length tothe extent such investments represent fair marketvalue taking into consideration reasonablepremiums, if applicable, due to a strategicrelationship ( amounts above such fair market valuewill be deemed SublicensingReceipts ) ; - 12 - 1.1.18