definiens: shall be deemed to mean ( a ) with respect to Cologuard, the amount invoiced by EXACT orSublicensee to a laboratory, including ESL, for the transfer of Cologuard tosuch laboratory as an in vitro diagnostic test kit and shall not include anyamounts invoiced ( including without limitation amounts invoiced by ESL ) to orreceived from a patient or payor for the performance of Cologuard as a testservice ; provided, however, that in the event Cologuard is transferred byEXACT to ESL as an in - vitro diagnostic kit, the amount invoiced by EXACT toESL for such transfer, for purposes of determining with respect tosuch transfer, shall be deemed to be the greater of ( i ) the amount actuallyinvoiced by EXACT to ESL per reportable patient result, and ( ii ) [ * * * ] percent([***]% ) of the List Price of Cologuard as a test service per reportable patientresult ; is the price publicly identified by EXACT or ESL as the for Cologuard as a test services on a website at the beginning of eachcalendar quarter ; ( b ) with respect to a Licensed Product, other than a Lung CancerCollaboration Licensed Product or a Pan - Cancer Licensed Product, that iscommercially launched after Cologuard, ( i ) to the extent such Licensed Product is marketed by EXACT orSublicensee as an in vitro diagnostic test kit, the amountinvoiced by EXACT or Sublicensee to a laboratory ( includingESL ) for the transfer of such Licensed Product to suchlaboratory and shall not include any amounts invoiced(including without limitation amounts invoiced by ESL ) to orreceived from a patient or payor for the performance of a testservice ; or ( ii ) to the extent such Licensed Product is marketed by EXACT orSublicensee as a lab - developed test service and not as an invitro diagnostic test kit, the gross amount received by EXACTor Sublicensee ( which may include ESL ) from a patient orpayor for the performance of such lab - developed test service ; 2 ( c ) with respect to a Lung Cancer Collaboration Licensed Product, theamount invoiced by EXACT or Sublicensee to a laboratory ( including ESL ) forthe transfer of such Lung Cancer Collaboration Licensed Product to suchlaboratory as an in vitro diagnostic test kit and shall not include any amountsinvoiced ( including without limitation amounts invoiced by ESL ) to or receivedfrom a patient or payor for the performance of a test service ; and ( d ) with respect to a Pan - Cancer Licensed Product, ( i ) to the extent such Pan - Cancer Licensed Product is marketedby EXACT or Sublicensee as an in vitro diagnostic test kit, theamount invoiced by EXACT or Sublicensee to a laboratory(including ESL ) for the transfer of such Pan - Cancer LicensedProduct to such laboratory and shall not include any amountsinvoiced ( including without limitation amounts invoiced by ESL)to or received from a patient or payor for the performance of atest service ; or ( ii ) to the extent such Pan - Cancer Licensed Product is marketedby EXACT or Sublicensee as a lab - developed test service andnot as an in vitro diagnostic test kit, the gross amount receivedby EXACT or Sublicensee ( which may include ESL ) from apatient or payor for the performance of such lab - developed testservice