definiens: shall be deemed to mean : ( a)with respect to Cologuard, the amount invoiced by ESDC or Sublicensee to a laboratory, including ESL, for the transfer of Cologuard to such laboratory as an in - vitro diagnostic test kit and shall n ot include any amounts invoiced ( including amounts invoiced by ESL ) to or received from a patient or payor for the performance of Cologuard as a test service ; provided, however, that in the event Cologuard is transferred by ESDC to ESL as an in - vitro diagn ostic kit, the amount invoiced by ESDC to ESL for such transfer, for purposes of determining ‘ ‘ Net Sales ” with respect to such transfer, shall be deemed to be the greater of ( i ) the Page 5 amount actually invoiced by ESDC to ESL per reportable patient result, and ( ii ) [ * * * ] percent ( [ * * * ] % ) of the List Price of Cologuard as a test service per reportable patient result ; is the price publicly identified by ESDC or ESL as the for Cologuard as a test services on a website at the beginning of each quarter ; ( b)with respect to Cologuard 2.0, $ [ * * * ] per test service resulting in revenues ( construed according to GAAP ) to a laboratory, including ESL ( an ) ; ( c)with respect to a Licensed Product, including a pan -cancer L icensed Product, other than Cologuard or Cologuard 2.0 ; ( i)to the extent such Licensed Product is marketed by ESDC or Sublicensee as an in -vitro diagnostic test kit ( ), [ * * * ] PERCENT ( [ * * * ] % ) of the gross amount received by ESDC or the Exact Lab from a patient or payor for the performance of such test service ; or ( ii)to the extent such Licensed Product is marketed by ESDC or Sublicensee as a lab -developed test service ( ) and not as an IVD, the gross amount received by ESDC or Sublicensee ( which ma y include ESL ) from a patient or payor for the performance of such LDT ; The classification of a Licensed Product as an LDT or an IVD shall be determined on a jurisdiction by jurisdiction basis . By way of example, if a product is marketed as an IVD in China but as an LDT in the US, ESDC would pay the applicable IVD rates with respect to Net Sales in China and the applicable LDT rates with respect to Net Sales in the U.S. Nothing in this Agreement will be construed to limit ESDC ’s discretion with respect to the development of a Licensed Product, including with respect to the determination to market a Licensed Product as an IVD or an LDT in any jurisdiction