GOVERNMENTAL ENTITY INVOLVED IN THE GRANTING OF A REGULATORY APPROVAL
INCLUDING MARKET CLEARANCE FOR SUCH COUNTRY OR COUNTRIES.
1.33.
SUBLICENSE.
WHEN USED AS A VERB, "SUBLICENSE" SHALL MEAN TO,
DIRECTLY OR INDIRECTLY, SUBLICENSE, OR GRANT ANY OTHER RIGHT WITH RESPECT TO, OR
AGREE NOT TO ASSERT, ANY INTELLECTUAL PROPERTY RIGHT GRANTED TO A PARTY UNDER
THIS AGREEMENT.
WHEN USED AS A NOUN, "SUBLICENSE" SHALL MEAN ANY AGREEMENT TO
SUBLICENSE.
1.34.
SUBLICENSEE.
"SUBLICENSEE" SHALL MEAN ANY IAPL SUBLICENSEE OR
ANY INOVIO SUBLICENSEE.
1.35.
TERM.
"TERM" SHALL MEAN THE PERIOD OF TIME FROM THE EFFECTIVE
DATE UNTIL THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
1.36.
TERRITORY.
"TERRITORY" SHALL MEAN CHINA, HONG KONG, TAIWAN,
KOREA, SINGAPORE, MALAYSIA, INDONESIA, AND THAILAND AND SUCH OTHER COUNTRIES AS
THE PARTIES MAY AGREE IN WRITING FROM TIME TO TIME.
1.37.
THIRD PARTY.
"THIRD PARTY" SHALL MEAN ANY PERSON OTHER THAN
IAPL, INOVIO OR THEIR RESPECTIVE AFFILIATES.
1.38.
TRADEMARK.
"TRADEMARK" SHALL MEAN ANY TRADEMARK USED BY THE
PARTIES IN CONNECTION WITH A LICENSED PRODUCT, OTHER THAN THE PARTIES' TRADE
NAMES AND TRADEMARKS USED BY THE PARTIES TO IDENTIFY THEIR COMPANIES GENERALLY.
5
1.39.
VALID CLAIM.
"VALID CLAIM" SHALL MEAN A CLAIM OF AN ISSUED
AND UNEXPIRED PATENT RIGHT THAT HAS NOT BEEN HELD PERMANENTLY REVOKED,
UNENFORCEABLE OR INVALID BY A DECISION OF A COURT OR OTHER GOVERNMENTAL AGENCY
OF COMPETENT JURISDICTION, UNAPPEALED OR UNAPPEALABLE WITHIN THE TIME ALLOWED
FOR APPEAL, AND THAT HAS NOT BEEN ADMITTED TO BE INVALID OR UNENFORCEABLE
THROUGH REISSUE, DISCLAIMER OR OTHERWISE.
2.
LICENSE FEE.
IN CONSIDERATION OF THE RIGHTS GRANTED TO LICENSEE
HEREUNDER AND LICENSOR'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, LICENSEE
SHALL ISSUE LICENSOR 6,584,364 ORDINARY SHARES OF LICENSEE, VALUED AT $2.43 PER
SHARE (THE "SHARES").
THE PARTIES AGREE THAT THE SHARES SHALL BE THE SOLE
COMPENSATION TO LICENSOR FOR THE RIGHTS AND LICENSES PROVIDED BY LICENSOR
HEREUNDER.
2.1.
REPRESENTATIONS OF THE LICENSOR.
THE LICENSOR MAKES THE
FOLLOWING REPRESENTATIONS, WHICH MAY BE RELIED UPON BY THE LICENSEE IN ISSUING
THE SHARES TO THE LICENSOR:
2.1.1.
ORGANIZATION; AUTHORITY.
THE LICENSOR IS AN ENTITY DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
ORGANIZATION WITH FULL RIGHT, CORPORATE, PARTNERSHIP OR LIMITED LIABILITY
COMPANY POWER AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND OTHERWISE TO CARRY OUT ITS OBLIGATIONS
THEREUNDER.
2.1.2.
EXPERIENCE OF LICENSOR.
THE LICENSOR, EITHER ALONE OR TOGETHER
WITH ITS REPRESENTATIVES, HAS SUCH KNOWLEDGE, SOPHISTICATION AND EXPERIENCE IN
BUSINESS AND FINANCIAL MATTERS SO AS TO BE CAPABLE OF EVALUATING THE MERITS AND
RISKS OF THE PROSPECTIVE INVESTMENT IN THE SHARES, AND HAS SO EVALUATED THE
MERITS AND RISKS OF SUCH INVESTMENT.
THE LICENSOR IS ABLE TO BEAR THE ECONOMIC
RISK OF AN INVESTMENT IN THE SHARES AND, AT THE PRESENT TIME, IS ABLE TO AFFORD
A COMPLETE LOSS OF SUCH INVESTMENT.
THE LICENSOR IS AN "ACCREDITED INVESTOR,"
AS THAT TERM IS DEFINED IN REGULATION D, PROMULGATED PURSUANT TO THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").