definiens: — shall mean consideration, whether monetary or otherwise, received(for the removal of doubt, whether received before or after the FirstCommercial Sale in any country ) by the Company for or from thegrant of Sublicences or Further Sublicences and/or pursuantthereto, or in connection with the grant of an option for aSublicence, except for : ( i ) amounts received by the Company which constituteroyalties based on sales of the Products by Sublicenseesin respect of which the Company has paid royalties toYeda ; and ( ii ) amounts received by the Company from a Sublicensee andactually - 9 - expended by the Company ( as evidenced by invoices, receipts orother appropriate documentation ) in respect of Product - relatedresearch and/or development activities to be performed by theCompany for such Sublicensee after the date of signature of therelevant Sublicence ( or, as the case may be, option for aSublicence ), provided that : ( a ) any such amounts constitute research and/or developmentfunding only and not payment for Products nor any othertype of grant or benefit, ( b ) such research and/or development activities are performedpursuant to a defined research and development programand research and development budget agreed with therelevant Sublicensee, a copy of which is provided to Yeda;and ( c ) the Company submits to Yeda a written expense report, confirmed by the Company ’s independent accountant orchief financial officer, setting out the time and materialsutilised, and reasonable overhead costs and other expensesactually incurred by the Company in the conduct of the saidresearch and - 10 - development activities, which reportdemonstrates that such amounts haveactually been expended by the Company inthe conduct of such research and / ordevelopment activities in accordance withsuch work program and budget, it being agreed, for the removal of doubt, that anyamounts received by the Company as aforesaid, but not expended as set out above, shall bedeemed to be Sublicensing Receipts