definiens: means the net proceeds received by Midatech or it s Affiliate or Sublicensee from a Voucher Sale ( taking into accoun t [ * * * ], incurred by Midatech or its Affiliate or Sublicen see which are [ * * * ] ) . In the event that ( i ) the net proceeds received by Midatech or its Affiliate or Sublicensee in a Voucher Sale are in the form of non - public securiti es or other non - cash consideration, or ( ii ) Midatec h or its Affiliate or Sublicensee does not engage in a Vouch er Sale and instead uses the Voucher for its own be nefit, the fee payable to [COMPANY] shall be determined [ * * * ] . If Midatech and [COMPANY] are unable to agree on t he [ * * * ] of the Voucher within [ * * * ] the determination of the [ * * * ] shall be made by ( a ) [ * * * ], or ( b ) [ * * * ] . The determination of [ * * * ]