definiens: shall mean that the sale of the Licensed Product infrinqes either ( i ) a claim of a patent within the Patent Riqhts . that has issued in the country of sale and which has not been held unentorce ~ ble . unpatentable or invalid by a decision ot a court or governmental agency of compe­tent jurisdiction . unappealable or unappealed within the time allowed for appeal . and which haa not been admitted to be invalid or unenforceable through reissue or disclaimer or otherwise : or ii ) ~ cl ~ illl ot ~ pendinq patent application inCluded within the provided that not lIIore than tive the tilinq date trom which .uch The parties aqre . that the sale Il114de usinq a method " covered 3.3 Lic.nse . shall ~lso p ~ y to University /tifty percent ) ~ ot royalti •• that Licen.ee receives upon sales or use ot ~sed Product _ by .ublicen ••••• up to the amount that University would receive it such .~le . or use . respectively . had been made by L ~ censee . NO royalties shall be payable under this Section 3.3 wLth respect to development funds or license fees received by Licensee in connection with the qrant ot ~ SUblicense hereunder ; provided that it Licensee qrants to an unattiliated third party a tully - paid . royalty - tree sublicense under the Patent Rights in exchanqe tor a license fee, Licensee shall p ~ y to University a -5 - CCWF1DEN'l'W. mEAntP ' ---D " m c ... ~~~ I L Licensed Products by such sublicensee equal to ~ ot the royalties that University would receive ~ such sal •• had been made by Licensee . No ~ ~~l:~<t:!;~;;~:~ ; be payable under this Section 3.3 with respect . to ; e received by Licen ••• that are objectively attributable to ~ a under other patent riqhts ot Licensee, or with r.spac · to ~ royalties that Licen ••• receiv •• based upon its sublicense •• sa!e . ~ ot products that ere not . covered by University Claims or 30int ~ Claims . No royalty shall be payable by Licensee under Section 3.2 ~ above with respect to •• les ot e Licensed Product to its sub - licensee tor res.le, it • royalty will be payable hereunder upon ~ the sublicense . ' . resale ot the Licensed Product . a 3.4 After the first co ~ ercial sale of a Licensed Product, Licensee agrees to ~ake quarterly written reports to university within thirty ( 30 ) days after the first days ot each January, April, July, and October during the life of this Agree ~ ent and as of such dates, stating in each such report the nUmbar, description, and aggregata Net Sales Prices of Licensed Products sold during tha preceding three calendar months and upon whiCh royalty is payable as provided in this Article 3 . The first such report shall include all such Licensed Products ao aold prior to the date of such report