definiens: means nucleotide sequences of genetic material determined by or for the benefit of Licensee or any Affiliate of Licensee with the use of Licensed Products or 2 204224/0005/88072Nersion # : .1 Processes ; provided that after the date ( the ) that cumulative Net Sales ( plus the fair market value of other consideration described in Section 3.1 ( b ) ( iii ), determined by mutual agreement between the parties or by a mutually acceptable independent appraiser ) equals .$3.3 million"Resulting Sequences shall include only nucleotide sequences of genetic material -If determined prior to the date ( the ) that Licensed Products or Processes ( other than Resulting Sequences and Resulting Products ) are available to non - Affiliates of Licensee on commercial terms and Licensee is using its best efforts to meet demand, and provided further that cumulative Royalties otherwise accruing under Sections 3.1(b ) and 3.1(c ) after the Cumulative Sales Date shall be reduced ( or an equivalent adjustment shall be made with respect to non - cash Royalties previously transferred to ARCH ) by a cumulative amount equal to the amount of such Royalties previously paid to ARCH with respect to Resulting Sequences determined after the Commercial Availability Date