definiens: means inhibitors of indoleamine 2,3 - dioxygenase, or methods of inhibitingindoleamine 2,3 - dioxygenase, disclosed by the Investigators to UBC at any time during the Term of thisAgreement that : ( i ) relate to the Patents or Technology in that they are directly competitive with, or may be used as adirect substitute for the Patents, Technology or any Improvement licensed under this Agreement;and ( ii ) are not covered or claimed by the Patents and do not directly incorporate the Technology licensedunder this Agreement ; For clarity, the term includes compounds identified by the Investigators that areinhibitors of indoleamine 2,3 - dioxygenase where such compounds have different pharmacophores comparedto the compounds claimed or covered by the Patents ; ( bb ) is defined in Article 10.3 ; ( cc ) is defined in Article 2.4 ; ( dd ) is defined in Article 2.5 ; ( ee ) mean collectively : the U.S., Canadian and foreign patents and patent applications identified inSchedule, and including all rights in such patents and applications and to any and all inventions that aredisclosed in any such patent or application, and all : ( i ) counterparts, continuations, divisionals, continuing prosecution applications, and requests forcontinued examinations, extensions, term restorations, renewals, reissues, re - examinations, orsubstitutions of any such patent or applications ; ( ii ) corresponding international patent applications ; ( iii ) corresponding foreign patent applications, including supplementary protection certificates andother administrative protections ; and ( iv ) international and foreign counterpart patents resulting therefrom ; all of which will be deemed added, from time to time, to Schedule ; ( ff ) means a report in the form referred to in Article 12 setting out in detail how the amountof Revenue was determined ; ( gg ) means a Human Clinical Trial that would satisfy the requirements for a Phase 1study as defined in U.S. FDA 21 C.F.R. 312.21(b ) ( or any U.S. successor legislation ) or similar regulations ina country outside the U.S. ; ( hh ) means a Human Clinical Trial that would satisfy the requirements for a Phase 2study as defined in U.S. FDA 21 C.F.R. 312.21(b ) ( or any U.S. successor legislation ) or similar regulations ina country outside the U.S. ; 6 ( ii ) means a Human Clinical Trial that would satisfy the requirements for a Phase 3study as defined in U.S. FDA 21 C.F.R. 312.21(c ) ( or any U.S. successor legislation ) or similar regulations ina country outside the U.S. ; ( jj ) means a product, good or service : ( i ) that is covered or claimed by, or the manufacture or use ofwhich is covered or claimed by, a Valid Claim in a Patent or Licensed Patent ; and/or ( ii ) that incorporates oris based upon any material aspect of the Technology and/or any Improvements other than a Licensee OwnedImprovement ; ( kk ) means any use of : ( i ) the Patents, Improvement Patents, Technology or any Improvements, or ( ii ) any compositions, formulations, Products or Licensee Owned improvement Products containing ordeveloped using the Patents, Improvement Patents, Technology or any Improvements, outside the Diagnostic Field of Use and the Therapeutic Field of Use . For greater clarity it is confirmed thatthe Reagent Field of Use shall include all uses as chemical reagents or fine chemicals and any use that is notlisted in the FDA Orange Book, or the Canadian or foreign equivalent of such listing as a drug productapproved for use in humans ; ( ll ) means the last day of March, June, September and December of each year during theTerm ; ( mm ) means any agreement under which rights are granted by the Licensee to a thirdparty under the license rights granted by UBC to Licensee hereunder for the use, research, development, co - development, partnered development, manufacture, marketing or sale of Products or granting rights to suchthird party in the Licensed Patents, Technology, UBC Improvements or any Assigned LicenseeImprovements ; ( nn ) means any third party who has directly or indirectly entered into a Sublicense Agreementwith the Licensee, and shall include all sub - sublicensees of a particular Sublicensee ; ( oo ) means all initial or periodic license fees, development or commercialization fees, milestone payments or other payments received by the Licensee from a Sublicensee under the terms of anySublicense Agreement to the extent such payments are based upon and are in consideration for the grant byLicensee of the sublicense under Licensee ’s license rights granted by UBC under this Agreement, whetherreceived in cash or other form ( such as shares or other securities or other consideration, which for purposesof this Agreement shall be valued at fair market value at the time of receipt by Licensee ), but excludingroyalties calculated on the sales or other commercial disposition of Products or Licensee OwnedImprovement Product by any Sublicensee . For greater clarity, it is confirmed that Sublicensing Fees willinclude any fees that are characterized as research or development fees but solely to the extent such fees arein excess of the direct reimbursement for the actual costs of research and development incurred by theLicensee pursuant to a written research plan 7 and agreement received by the Licensee from any Sublicensee relating to the Licensed Patents, Technology, Improvements, Products or any Licensee Owned Improvement Products ( which direct reimbursement may bein the form of reasonable and typical FTE rates ), and that any amounts received by Licensee from aSublicensee as reimbursement for the actual costs of such research and development shall not be included inthe term . For further clarity, it is agreed that any amounts received by Licensee asconsideration for issuance by Licensee to a Sublicensee of Licensee stock sold to Sublicensee at the fairmarket value of such stock, or as an arms length loan on commercially reasonable terms, or as directreimbursement of patent prosecution costs, or as payment of a share of amounts recovered in enforcingpatent or other intellectual property rights, shall be excluded from and not be included in the term ; ( pp ) means all knowledge, know - how and/or technique or techniques invented, developed and / oracquired before the Effective Date by UBC relating to any of inventions disclosed in the Patents, andincluding the technology and materials described in Schedule, as amended from time to time, including, without limitation all related research, data, specifications, instructions, manuals, papers or other relatedmaterials of any nature at all, whether written or otherwise, and UBC ’s Confidential Information ; ( qq ) is defined in Article 17.1 ; ( rr ) means any use of : ( i ) the Patents, Improvement Patents, Technology or any Improvements, or ( ii ) any compositions, formulations, Products or Licensee Owned Improvement Products containing ordeveloped using the Patents, Improvement Patents, Technology or any Improvements, for use in the cure, mitigation, treatment, or prevention of disease in humans, including the use of anyProduct or Licensee Owned Improvement Product that is the subject of an FDA - Approved New DrugApplication and which is listed in the FDA Orange Book, or the Canadian or foreign equivalent ; ( ss ) means improvements, variations, updates, modifications, and enhancements relatingto the Patents or Technology made, discovered and/or acquired by UBC at any time after the Effective Date, which are claimed or covered by the Patents, or if not claimed or covered by the Patents, are analogs of andsynthesized based upon a compound, group of compounds, or pharmacophore that is claimed or covered bythe Patents in existence prior to the initial manufacture or discovery of such new compounds . For clarityUBC Improvements do not include New Technology ; ( tt ) means any mark, trade - mark, service mark, logo, insignia, seal, design, symbol ordevice used by UBC in any manner at all ; ( uu ) is defined in Article 5.2(d ) ; and ( vv ) is defined in Article 5.7