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 forSublicenses 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 LicensedProducts by Sublicensees in respect of which the Company has paid royalties to Hadasit based onNet Sales of such Sublicensee ; ( ii ) amounts received by the Company from a Sublicensee, not toexceed $ 250,000 ( two hundred and fifty thousand US Dollars ) in the aggregate, and actuallyexpended by the Company in respect of Licensed Product - related research and/or developmentactivities to be performed by the Company for such Sublicensee, plus reasonable overhead, provided that - 7 - ( a)any such amounts constitute research and/or development funding only and not paymentfor Licensed Products nor any other type of grant or benefit ; ( b)such research and/or development activities are performed pursuant to a defined researchand development program and research and development budget agreed with the relevantSublicensee, a copy of which is provided to Hadasit ; and ( c)the Company submits to Hadasit a written expense report, confirmed by the Company'schief financial officer, demonstrating that such amounts have actually been expendedand / or incurred by the Company in the conduct of such research and/or developmentactivities in accordance with such work program and budget, and that the expensesactually 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