definiens: means a filing by EOS or any of its controlled affiliates ( it being understoodthat neither [COMPANY] nor any of its controlled affiliates shall be affiliates of EOS ) after the AmendmentEffective Date of any U.S. IND . or US . Clinical trial application for the Product submitted to the U.S. FDA.”(b ) Section 8.1 of the Agreement is hereby amended by changing the caption thereof to read and adding the following after the last sentence thereof:“EOS shall pay [COMPANY] ( i ) $ * * * no later than * * *, ( ii ) $ * * * by no later than * * * and ( iii ) $ * * * by no laterthan * * * . The payments referred to in subclauses ( i ) through ( iii ) are referred to herein as the EOS agrees that its failure to make a payment of a Second Amendment Fee when dueshall be deemed to be a material breach of this Agreement . ” EOS agrees that payment of the SecondAmendment Fees shall not be considered a milestone payment offset hereunder for the purposes of thedefinition of Sublicense Revenue