MEANS THE INITIAL
ACTIVITIES TO BE CONDUCTED BY ORAL DNA AS SET FORTH IN THE MARKETING PLAN, WHICH
SHALL INCLUDE ALL TRAINING AND RAMP-UP ACTIVITIES TO BE CONDUCTED WITH RESPECT
TO LICENSED PRODUCTS.
1.23
"LICENSED PATENT RIGHTS" MEANS ANY OF THE PATENTS
AND PATENT APPLICATIONS DESCRIBED IN EXHIBIT A ATTACHED HERETO, AND ANY
DIVISIONAL, CONTINUATION, CONTINUATION-IN-PART (TO THE EXTENT THAT THE
CONTINUATION-IN-PART IS ENTITLED TO THE PRIORITY DATE OF AN INITIAL PATENT OR
PATENT APPLICATION WHICH IS THE SUBJECT OF THIS AGREEMENT), REISSUE,
REEXAMINATION, CONFIRMATION, REVALIDATION, REGISTRATION, PATENT OF ADDITION,
RENEWAL, EXTENSION OR SUBSTITUTE THEREOF, OR ANY PATENT ISSUING THEREFROM OR ANY
SUPPLEMENTARY PROTECTION CERTIFICATES RELATED THERETO.
1.24
"LICENSED PRODUCT" MEANS ANY PRODUCT THAT USES,
INCORPORATES, IS COMPRISED OF, OR CONTAINS A PST® GENETIC RISK ASSESSMENT TEST.
1.25
"LICENSED TECHNOLOGY" MEANS ANY TECHNOLOGY
CONTROLLED BY ILI AT ANY TIME DURING THE TERM THAT IS RELATED TO THE
PST® GENETIC RISK ASSESSMENT TEST AND IS NECESSARY OR USEFUL FOR ORAL DNA TO
EXERCISE THE LICENSE GRANTED TO IT PURSUANT TO SECTION 2.1.1.
1.26
"NET SALES" MEANS (A) THE GROSS AMOUNT BILLED OR
INVOICED BY ILI OR ITS AFFILIATES DIRECTLY FROM APPROVED PATIENTS OR THEIR
PAYORS IN THE TERRITORY IN CONNECTION WITH THE PROVIDING BY ILI OR ITS
AFFILIATES OF ADDITIONAL TESTING SERVICES, LESS THE FOLLOWING DEDUCTIONS FROM
SUCH GROSS AMOUNTS ABSORBED OR ACCRUED WITH RESPECT TO SUCH GROSS AMOUNTS:
(I) TRADE, CASH AND/OR QUANTITY DISCOUNTS ALLOWED AND TAKEN DIRECTLY WITH
RESPECT TO SUCH SERVICES, OR REFLECTED IN THE INVOICED AMOUNT; (II) EXCISE,
SALES AND OTHER CONSUMPTION TAXES (EXCLUDING TAXES BASED ON INCOME) AND CUSTOM
DUTIES IMPOSED UPON AND PAID DIRECTLY BY ILI WITH RESPECT TO THE ADDITIONAL
TESTING SERVICES, TO THE EXTENT INCLUDED IN THE INVOICE PRICE; (III) FREIGHT,
INSURANCE AND OTHER TRANSPORTATION CHARGES, TO THE EXTENT INCLUDED IN THE
INVOICE PRICE; AND (IV) AMOUNTS REPAID OR CREDITED BY REASON OF RETURNS,
REJECTIONS, DEFECTS OR RECALLS, CHARGEBACKS, RETROACTIVE PRICE REDUCTIONS,
REFUNDS AND BILLING ERRORS, OR (B) THE REVENUE RECEIVED BY ILI FROM SUBLICENSEES
IN THE TERRITORY IN CONNECTION WITH SUCH SUBLICENSEES PROVIDING ADDITIONAL
TESTING SERVICES.
1.27
"PATENT RIGHTS" MEANS ALL RIGHTS AND INTERESTS IN
AND TO THE ISSUED PATENTS AND PENDING PATENT APPLICATIONS SET FORTH IN EXHIBIT A
(INCLUDING INVENTOR'S CERTIFICATES AND UTILITY MODELS) IN ANY COUNTRY OR
JURISDICTION WITHIN THE TERRITORY, INCLUDING ALL PROVISIONALS, SUBSTITUTIONS,
CONTINUATIONS, CONTINUATIONS-IN-PART, DIVISIONALS, SUPPLEMENTARY PROTECTION
CERTIFICATES, RENEWALS, ALL LETTERS PATENT GRANTED THEREON, AND ALL REISSUES,
REEXAMINATIONS, EXTENSIONS, CONFIRMATIONS, REVALIDATIONS, REGISTRATIONS, PATENTS
OF ADDITION THEREOF, APPLICATIONS PURSUANT TO THE PATENT COOPERATION TREATY AND
FOREIGN COUNTERPARTS OF ANY OF THE FOREGOING.
1.28
"PATIENT" MEANS EACH INDIVIDUAL WHO SUBMITS TO
TESTING USING A LICENSED PRODUCT.
1.29
"PAYMENT TERM" MEANS, WITH RESPECT TO EACH
LICENSED PRODUCT, THE PERIOD BEGINNING ON THE DATE OF FIRST COMMERCIAL SALE OF
SUCH LICENSED PRODUCT AND CONTINUING FOR SO LONG AS SALES OF LICENSED PRODUCTS
ARE MADE BY ORAL DNA.
1.30
"PERSON" MEANS AN INDIVIDUAL, SOLE
PROPRIETORSHIP, PARTNERSHIP, LIMITED PARTNERSHIP, LIMITED LIABILITY PARTNERSHIP,
CORPORATION, LIMITED LIABILITY COMPANY, BUSINESS TRUST, JOINT STOCK COMPANY,
TRUST, INCORPORATED