BY
LICENSE FROM THE SALE, LICENSING, SUBLICENSING, RENTING, LEASING OR OTHER
COMMERCIALIZATION OF LICENSED PRODUCTS, LESS SALES/AND/OR USE TAXES ACTUALLY
PAID, IMPORT AND/OR EXPORT DUTIES ACTUALLY PAID, OUTBOUND TRANSPORTATION PREPAID
OR ALLOWED, AND AMOUNTS ALLOWED OR CREDITED DUE TO RETURNS.
1.4 "IMPROVEMENTS" MEANS ANY AND ALL DERIVATIVE WORKS, MODIFICATIONS,
IMPROVEMENTS, ENHANCEMENTS, TRANSLATIONS, ABRIDGEMENTS, ADDITIONAL DEVELOPMENTS
OR THE LIKE TO THE EXISTING LICENSED TECHNOLOGY MADE BY LICENSEE, LICENSEE'S
AFFILIATES AND/OR LICENSEE'S SUBLICENSEES AFTER THE EFFECTIVE DATE.
1.5 "INTELLECTUAL PROPERTY" OR "INTELLECTUAL PROPERTY RIGHTS" COLLECTIVELY MEANS
ANY AND ALL PATENTS (INCLUDING REISSUES, DIVISIONS, CONTINUATIONS AND EXTENSIONS
THEREOF), PATENT REGISTRATIONS, PATENT APPLICATIONS, DATA RIGHTS, UTILITY
MODELS, BUSINESS PROCESSES, TRADEMARKS, TRADE SECRETS, KNOW HOW, TRADE NAMES,
REGISTERED OR UNREGISTERED DESIGNS, MASK WORKS, COPYRIGHTS, MORAL RIGHTS AND ANY
OTHER FORM OF PROPRIETARY PROTECTION AFFORDED BY LAW TO INTELLECTUAL PROPERTY,
OR ANY APPLICATIONS THEREFOR, WHICH ARISES OR IS ENFORCEABLE UNDER THE LAWS OF
THE UNITED STATES, ANY OTHER JURISDICTION OR ANY BI-LATERAL OR MULTI-LATERAL
TREATY REGIME.
1.6 "KNOW-HOW" MEANS ANY AND ALL INFORMATION, PROCESSES, PROCEDURES, DOCUMENTS
AND MATERIALS RELATING TO THE DESIGN, DEVELOPMENT AND MANUFACTURE OF LICENSED
PRODUCTS KNOWN TO LICENSOR AS OF THE EFFECTIVE DATE.
1.7 "LICENSED PRODUCTS" MEANS ANY PRODUCT INCORPORATING OR ARISING OUT OF
LICENSED TECHNOLOGY, INCLUDING THE OEM PRODUCTS AND THE VISTA PRODUCTS.
1.8 "LICENSED PATENTS" MEANS ALL OF THE PATENT APPLICATIONS AND PATENTS LISTED
ON SCHEDULE 3.10(A) OF THE COMPANY DISCLOSURE SCHEDULE (AS DEFINED IN THE ASSET
PURCHASE AGREEMENT), AND ANY PATENTS ISSUED THEREFROM, TOGETHER WITH ALL PENDING
AND ISSUED FOREIGN COUNTERPARTS OF SUCH APPLICATIONS, AND ALL PENDING AND ISSUED
RENEWALS, CONTINUATIONS, CONTINUATIONS-IN-PART, DIVISIONS, PATENTS OF ADDITION,
REEXAMINATIONS AND/OR REISSUES OF SUCH APPLICATIONS OR FOREIGN COUNTERPARTS.
1.9 "LICENSED TECHNICAL INFORMATION" MEANS LICENSOR'S RIGHTS IN ANY TECHNICAL
INFORMATION, KNOW-HOW, PROCESSES, PROCEDURES, COMPOSITIONS, DEVICES, METHODS,
FORMULAE, PROTOCOLS, TECHNIQUES, SOFTWARE, DESIGNS, DRAWINGS OR DATA WHICH ARE
NOT CLAIMED IN
LICENSED PATENTS BUT THAT ARE NECESSARY OR USEFUL FOR PRACTICING LICENSED
PATENTS.
1.10
"LICENSED TECHNOLOGY" MEANS INVENTIONS OR DISCOVERIES COVERED BY LICENSED
PATENTS AND/OR LICENSED TECHNICAL INFORMATION AS MORE FULLY DEFINED IN EXHIBIT
A.
LICENSED TECHNOLOGY INCLUDES ANY IMPROVEMENTS DEVELOPED BY LICENSEE OR ITS
AFFILIATES SUBSEQUENT TO THE EFFECTIVE DATE AS SET FORTH IN SECTION 4.2.
1.11
"LIMITED ROYALTY PERIOD" HAS THE MEANING SET FORTH IN SECTION 3.1(B).
1.12
"LIMITED ROYALTY PERIOD GROSS REVENUES" MEANS GROSS REVENUES FROM
LICENSEE'S SALE OF VISTA PRODUCTS LESS THE GROSS REVENUES EARNED BY LICENSOR
FROM ITS SALE OF VISTA PRODUCTS DURING 2003.
1.13
"OEM PRODUCTS" MEANSTHE AESCULAP PRODUCT LINE, THE WOLF PRODUCT LINE AND
THE OEM CAMERA PRODUCT LINE AS FURTHER DEFINED IN EXHIBIT B, AND ANY
IMPROVEMENTS, DERIVATIVES, MODIFICATIONS OR ENHANCEMENTS THERETO.
1.14
"SALE" OR "SOLD" MEANS THE TRANSFER, LICENSING, RENTING, LEASING,
DISPOSITION OR OTHER COMMERCIALIZATION OF LICENSED PRODUCTS FOR VALUE.
1.15
"TERM" HAS THE MEANING SET FORTH IN SECTION 10.1.
1.16
"VISTA PRODUCTS" MEANS THE ENDOSITE SYSTEM PRODUCT LINE AND THE THREE
CHIP ENDOSITE SYSTEM PRODUCT LINE AS FURTHER DEFINED IN EXHIBIT B, AND ANY
IMPROVEMENTS, DERIVATIVES, MODIFICATIONS OR ENHANCEMENTS THERETO.
II.
LICENSE; TECHNOLOGY TRANSFER
2.1