definiens: means the commercial bioinformatics pipeline discovered and developed by AchillesTxpursuant to the 2016 Licence Agreement for analysing DNA or RNA sequences to predict or identify clonal and sub - clonalNeo - Antigens, and which, for the avoidance of doubt, may not solely consist of part or all of the Bioinformatics Pipeline in its originalform as provided pursuant to the 2016 Licence Agreement ; 3Table of Contents means using commercially reasonable efforts ( for the avoidance of doubt, taking into account thebenchmarking criteria described in clause 9.1.2 of the 2016 Licence Agreement ) to develop a product and/or service ( that uses any ofthe technology described in any of the LOHHLA Patents ) for commercial Exploitation in the Neo - Antigen Diagnostic Field, andsubsequently commercially Exploiting such product and/or service ; means those patent applications listed in schedule 1 of this Addendum and all Patent Rights granted or issuedfrom, associated with or derived from those patent applications ; means any Patent Royalty Product which, in the country where sold by AchillesTx or its Affiliatesor its Sub - Licensee ( or their sub - licensed affiliates ), would, at the time of grant of its first Marketing Approval in such country, were itnot for the licences granted, by virtue of this Addendum, under the 2016 Licence Agreement to the LOHHLA Patents, infringe any oneor more Valid Claims of any of the LOHHLA Patents in such country, but excluding any delivery or administrative technology, equipment or any services used or provided therewith ; means Australia, Canada, China, Europe, India, Japan, Russian Federation, USA ; means any monies ( or non - monetary consideration such as securities ) ( net of taxes, duties, levies and othergovernment charges and subject to clause 14.8 of the 2016 Licence Agreement ) received by AchillesTx or its Affiliates in respect ofany sub - licence granted by AchillesTx or any Affiliate to a Third Party in respect of the LOHHLA Patents or In consideration of the grantby AchillesTx or any Affiliate to a Third Party of an option to acquire or be granted such a sub - licence, including option fees, licenceissue fees or other up - front payments, annual licence fees, milestone or other lump sum payments which are attributable to the grant ofthe rights in question and including royalties upon the sale of any LOHHLA Patent Royalty Products, but excluding ( i ) sums received forproducts or services supplied by or on behalf of AchillesTx or its Affiliates and for the avoidance of doubt that are not TRACERx IP orMaterials ; and, ( ii ) all sums paid by Third Parties to fund outsourced, research and/or development activities carried on by or on behalfof AchillesTx and/or its Affiliates