definiens: means collectively the Core Patents and the FOU Patents . For greater clarity the Patents will not include ( and will specifically exclude ) the Digital PCR Patents ; ( dd ) means a report in the form referred to in Article 12 setting ou t in detail how the amount of Revenue and Sublicensing Revenue was determined ; ( ee ) means any product, the manufacture, use, importation, sale or offer for sale of which in the absence of this Agreement would constitute an infringement o f a Valid Claim of the Patents or any Valid Claim of a patent filed to cover or claim any Improvement(s ) ; ( ff ) means completion of an equity financing under which shares of the Licensee are acquired for net proceeds to the Licensee of not less [ * * * ] ; ( gg ) means the chair agreement entered into between UBC and a 3rd party industry sponsor on January 25, 2011 which supports research and development activities of the Investigator and UBC employed researchers working under the direction of the Investigator ; ( hh ) means and includes all revenues, development fees or comme rcialization fees, receipts, money, and the fair market value of any shares or other securities when such securities are liquid and transferable free of any mandatory hold period and all other consideration received and/or collected directly or indirectly by the Licensee, whether by way of cash, cash receipts, cheques, bank drafts, credit, money orders or other value, from the marketing and manufacturing, sale lease, use or distribution of the Technology and Improvements or any Products or Services in any o r all parts of the world . Revenues will also include fees that are characterized as research or development fees but solely to the extent such fees are in excess of the direct reimbursement for the actual costs of research and development ( including a reas onable allocation of overhead ) incurred by the Licensee relating to the Technology and Improvements ( which direct reimbursement may be in the form of payments in the form of reasonable and typical FTE rates ), and that any amounts received by the Licensee a s reimbursement for the actual costs of research and development shall not be included ; ( ii ) means the last day of March, June, September and December of each year during the Term ; ( jj ) [ * * * ] ; ( kk ) means any method or service that is performed, provided or sold by the Licensee for an unrelated third party which in the absence of this Agreement would infringe a Valid Claim of the Patents or any Valid Claim of a patent filed to cover or claim any Imp rovement(s ), or which utilizes or incorporates a Product ; ( ll ) [ * * * ] ; ( mm ) means December 8th, 2013 ; ( nn ) means all revenues, receipts, monies, and the fair market value of any shares or other securities and all other consideration directly or indirectly collected or received whether by way of cash, credit or other value received by the Licensee under each a greement relating to sublicense, grant or transfer of the Licensee ’s rights in the Technology and any Improvements, and/or any Products or Services whether by way of sublicense, assignment development agreement or otherwise . Without limiting the generality of the forgoing Sublicensing Revenue will include all : [ * * * ] Certain information in this document has been omitted from this exhibit because it is both ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed