Licensee; (b) any merger or consolidation, including a series of transactions amounting to the foregoing, involving Licensee that requires a vote of the stockholders of Licensee; or (c) the transfer to any non-Affiliated third party of all or substantially all the assets of Licensee relating to the subject matter of this Agreement.
1.1.3 “Field of Use” shall mean for therapies and treatment of Amyotrophic Lateral Sclerosis (“ALS”) in human use only.
1.1.4 “Net Sales” shall mean the gross amount received by Licensee or any sublicensee, including its Affiliates, for the sale, transfer or other disposition of Licensed Products to a third party for end use (including where the Affiliate or sublicensee is the end user) less the following to the extent documented as attributable to the Licensed Products: ****. In the event Licensed Products are put into use, sold, transferred or otherwise disposed of other than in an arms-length transaction, or if Licensee, including its Affiliates or its sublicensees, receive consideration other than cash for Licensed Products, then the invoiced amount shall be calculated at ****.
1.1.5 “Innovators” shall mean ****.
1.1.6 “License Year” shall mean each calendar year in which this Agreement is in effect, provided that the first License Year shall begin on the Effective Date of this Agreement and run until December 31 of the same calendar year and the final License Year shall end on the date of expiration or termination of this Agreement.
1.1.7 “Licensed Patents” shall mean those patents and/or patent applications identified in Exhibit A, all U.S., PCT, and foreign applications claiming priority thereto, including divisionals, continuations, or continuations-in-part (to the extent that the claimed subject matter of such continuations-in-part is disclosed in the parent Licensed Patent) all patents issuing thereon, reissues, reexaminations, and any extensions thereof or supplementary protection certificates allowed thereon; provided, however, in each case only to the extent of subject matter claimed that is fully disclosed and enabled by the disclosures in Exhibit A to satisfy 35 U.S.C. §112.
1.1.8 “Licensed Products” shall mean any product or process, including a service: (a) that is claimed in whole or in part by the Licensed Patents, or the use or manufacture is claimed in whole or in part by the Licensed Patents; (b) the development, manufacture, use, sale or importation of which incorporates or is derived from the Technical Information; or (c) that meets the criteria of both (a) and (b).
1.1.9 “Licensed Technology” shall mean the Licensed Patents and the Technical Information.
1.1.10 “Licensed Territory” shall mean worldwide.
1.1.11 “Party” shall mean either Licensee or Research Institute, and “Parties” shall mean both Licensee and Research Institute.