definiens: shall mean consideration of any kind, whether monetary or otherwise, received by the Company for or in connection with the grant of Sublicenses and/or options for Sublicenses and further sublicenses, including one -time, lump sum or other payments except for : ( i ) amounts received by the Company which constitute royalties based on Sales of Licensed Products by Sublicensees in respect of which the Company has paid royalties to Hadasit based on Net Sales of such Sublicensee ; ( ii ) amounts received by the Company from a Sublicensee, not to exceed $ 25 0,000 ( two hundred and fifty thousand US Dollars ) in the aggregate, and actually expended by the Company in respect of Licensed Product -related research and/or development activities to be performed by the Company for such Sublicensee, plus reasonable over head, provided that -7- ( a ) any such amounts constitute research and/or development funding only and not payment for Licensed Products nor any other type of grant or benefit ; ( b ) such research and/or development activities are performed pursuant to a defined research and development program and research and development budget agreed with the relevant Sublicensee, a copy of which is provided to Hadasit ; and ( c ) the Company submits to Hadasit a written expense report, con firmed by the Company ’s chief financial officer, demonstrating that such amounts have actually been expended and/or incurred by the Company in the conduct of such research and/or development activities in accordance with such work program and budget, and t hat the expenses actually incurred by the Company as aforesaid include reasonable overhead costs, it being agreed, for the removal of doubt, that any amounts received by the Company as aforesaid, but not expended and/or incurred as set out above, shall be deemed to be Sublicensing Receipts