Ti	=	Definitions
Affiliate.sec	=	“{_Affiliate}(s)” means a corporation or other business entity, which directly or indirectly is controlled by or controls, or is under common control with {_Licensee}. For this purpose, the term "control" shall mean ownership of more than fifty percent (50%) of the voting stock or other ownership interest of the corporation or other business entity, or the power to elect or appoint more than fifty percent (50%) of the members of the governing body of the corporation or other business entity.
Benchmarks.sec	=	“{_Benchmarks}” mean the performance milestones that are set forth in Appendix D.
Commercial_Development_Plan.sec	=	“{_Commercial_Development_Plan}” means the written commercialization plan attached as Appendix E.
CRADA.sec	=	“{_CRADA}” means a Cooperative Research and Development Agreement.
FDA.sec	=	“{_FDA}” means the Food and Drug Administration.
First_Commercial_Sale.sec	=	“{_First_Commercial_Sale}” means the initial transfer by or on behalf of {_Licensee} or its sublicensees of the {_Licensed_Products} or the initial practice of a {_Licensed_Process} by or on behalf of {_Licensee} or its sublicensees in exchange for cash or some equivalent to which value can be assigned for the purpose of determining {_Net_Sales}.
Government.sec	=	“{_Government}” means the Government of the United States of America.
Licensed_Fields_of_Use.sec	=	“{_Licensed_Fields_of_Use}” means the fields of use identified in Appendix B.
Licensed_Patent_Rights.0.sec	=	“{_Licensed_Patent_Rights}” shall mean:
Licensed_Patent_Rights.1.sec	=	Patent applications (including provisional patent applications and PCT patent applications) or patents listed in Appendix A, all divisions and continuations of these applications, all patents issuing from these applications, divisions, and continuations, and any reissues, reexaminations, and extensions of these patents;
Licensed_Patent_Rights.2.0.sec	=	to the extent that the following contain one or more claims directed to the invention or inventions disclosed in 2.9(a):
Licensed_Patent_Rights.2.1.sec	=	continuations in part of 2.9(a);
Licensed_Patent_Rights.2.2.sec	=	all divisions and continuations of these continuations in part;
Licensed_Patent_Rights.2.3.sec	=	all patents issuing from these continuations in part, divisions, and continuations;
Licensed_Patent_Rights.2.4.sec	=	priority patent application(s) of 2.9(a); and
Licensed_Patent_Rights.2.5.sec	=	any reissues, reexaminations, and extensions of these patents;
Licensed_Patent_Rights.2.	=	[G/Z/ol-i/s5]
Licensed_Patent_Rights.3.sec	=	to the extent that the following contain one or more claims directed to the invention or inventions disclosed in 2.9(a): all counterpart foreign and U.S. patent applications and patents to 2.9(a) and 2.9(b), including those listed in Appendix A; and
Licensed_Patent_Rights.4.sec	=	{_Licensed_Patent_Rights} shall not include 2.9(b) or 2.9(c) to the extent that they contain one or more claims directed to new matter which is not the subject matter disclosed in 2.9(a).
Licensed_Patent_Rights.	=	[G/Z/ol-a/s4]
Licensed_Processes.sec	=	“{_Licensed_Processes}” means processes which, in the course of being practiced, would be within the scope of one or more claims of the {_Licensed_Patent_Rights} that have not been held unpatentable, invalid or unenforceable by an unappealed or unappealable judgment of a court of competent jurisdiction.
Licensed_Products.sec	=	“{_Licensed_Products}” means tangible materials which, in the course of manufacture, use, sale, or importation, would be within the scope of one or more claims of the {_Licensed_Patent_Rights} that have not been held unpatentable, invalid or unenforceable by an unappealed or unappealable judgment of a court of competent jurisdiction.
Licensed_Territory.sec	=	“{_Licensed_Territory}” means the geographical area identified in Appendix B.
Net_Sales.sec	=	“{_Net_Sales}” means the total gross receipts for sales of {_Licensed_Products} or practice of {_Licensed_Processes} by or on behalf of {_Licensee} or its sublicensees, and from leasing, renting, or otherwise making the {_Licensed_Products} available to others without sale or other dispositions, whether invoiced or not, less returns and allowances, packing costs, insurance costs, freight out, taxes or excise duties imposed on the transaction (if separately invoiced), and wholesaler and cash discounts in amounts customary in the trade to the extent actually granted. No deductions shall be made for commissions paid to individuals, whether they are with independent sales agencies or regularly employed by {_Licensee}, or sublicensees, and on its payroll, or for the cost of collections.
Practical_Application.sec	=	“{_Practical_Application}” means to manufacture in the case of a composition or product, to practice in the case of a process or method, or to operate in the case of a machine or system; and in each case, under these conditions as to establish that the invention is being utilized and that its benefits are to the extent permitted by law or {_Government} regulations available to the public on reasonable terms.
Research_License.sec	=	“{_Research_License}” means a nontransferable, nonexclusive license to make and to use the {_Licensed_Products} or the {_Licensed_Processes} as defined by the {_Licensed_Patent_Rights} for purposes of research and not for purposes of commercial manufacture or distribution or in lieu of purchase.
sec	=	{Affiliate.sec} {Benchmarks.sec} {Commercial_Development_Plan.sec} {CRADA.sec} {FDA.sec} {First_Commercial_Sale.sec} {Government.sec} {Licensed_Fields_of_Use.sec} {Licensed_Patent_Rights.sec} {Licensed_Processes.sec} {Licensed_Products.sec} {Licensed_Territory.sec} {Net_Sales.sec} {Practical_Application.sec} {Research_License.sec}
	=	[G/Z/ol/Base]