definiens: means a Licensed Product consisting of AQ4N and at least one other Active Ingredient ; means all consideration received by the Licensee or its Affiliates from any Sub - licensee or its Affiliates in respect of the grant of sub - license rights of any o f the rights provided hereunder ( including without limitation, payments for assignment of any of the rights under this Agreement, payments for options f or licences, exercise of such options, grant of licenc es, paid up licences and stage payments or milestone payments under such licences ) in each case irrespective of whether such consideration is in ca sh but excluding : ( i ) subject to paragraph ( iii ) of this definiti on, any payments for equity, other than in respect of any proportion of the subscription price for such shares which represents a premium to the deemed subscription price per share of the Licensee determined by reference to the current valuation of the Licensee ( as calculated in accordance with Clause 4.4.2 ), in which case, the aggregate cash amount of that premium shall be considered to comprise Consideration ; and 3 ( ii ) any royalty payments or payments for bulk o r formulated Licensed Product ( which, for the avoidance of doubt, are dealt with under Clause 5 ) but only so far as such payments for bulk or formulated Licensed Product are made under bona fide arm ’s length supply agreements and represent an amount equal to the open market price for such goods ( with any premium over such open market price being deemed Consid eration ) ; ( iii ) any bona fide payments ( whether in cash or by way of subscription for Licensee equity ) for future research and development costs of Licensed Products in circumstances where the Licensee is contractually committed to apply the entirety of the payments to such future research and development . However, on the date falling [ * ] months after any such payment, any amount of the payment which has not been expended or fairly accrued for ongoing projects by the Licensee for such purpose shall be deemed Consideration ( in the case of equity on the basis set out in paragraph ( i ) above )