LITIGATION, ACTION, SUIT, OR PROCEEDING,
ADMINISTRATIVE OR JUDICIAL, TO WHICH A PARTY IS (OR, TO SUCH PARTY'S KNOWLEDGE,
IS THREATENED IN WRITING TO BE MADE) A PARTY, OR RELATING TO THE LICENSED IP,
THE RELOAD, THE DEVICE, OR THIS AGREEMENT (WHETHER SUCH PARTY IS A PLAINTIFF,
DEFENDANT, OR OTHERWISE), AT LAW OR IN EQUITY OR OTHERWISE, OR BEFORE ANY
GOVERNMENTAL AUTHORITY.
(Z)
"PARTY" SHALL MEAN EACH OF ISRG AND PMII
(BUT NOT THEIR RESPECTIVE AFFILIATES), WHO TOGETHER ARE SOMETIMES REFERRED TO AS
THE "PARTIES".
AS USED IN THIS AGREEMENT, REFERENCES TO "THIRD PARTIES" DO NOT
INCLUDE EITHER PARTY OR THE AFFILIATES OF EITHER PARTY.
(AA)
"PATENT COSTS" SHALL MEAN THE COSTS AND EXPENSES
PAID TO OUTSIDE LEGAL COUNSEL, GOVERNMENTAL AUTHORITIES, AND OTHER THIRD PARTIES
INCURRED IN CONNECTION WITH PREPARING, FILING, PROSECUTING, OBTAINING, AND
MAINTAINING LICENSED IP, OR TAKING ANY PATENT PROSECUTION ACTION, INCLUDING
COSTS AND EXPENSES OF PATENT INTERFERENCE, RE-EXAMINATION, REISSUE, PROTEST,
OPPOSITION, NULLIFICATION, AND SIMILAR PROCEEDINGS (AND ANY APPEAL THEREOF IN
ANY COURT OR ADMINISTRATIVE AGENCY).
(BB)
"PATENT PROSECUTION ACTION" SHALL MEAN ANY AND ALL
ACTIONS THAT MAY BE TAKEN IN CONNECTION WITH PREPARING, FILING, PROSECUTING,
OBTAINING, AND MAINTAINING THROUGHOUT THE WORLD PATENT PROTECTION FOR LICENSED
IP, INCLUDING PATENT APPLICATIONS AND OTHER RELATED MATERIAL SUBMISSIONS AND
CORRESPONDENCE WITH ANY PATENT AUTHORITIES, AND INCLUDING WITH REGARD TO ANY
PATENT INTERFERENCE, RE-EXAMINATION, REISSUE, PROTEST, OPPOSITION,
NULLIFICATION, AND SIMILAR PROCEEDINGS (AND ANY APPEAL THEREOF IN ANY COURT OR
ADMINISTRATIVE AGENCY).
(CC)
"PATENT RIGHTS" MEANS (I) ANY AND ALL WRITTEN,
ORAL, AND VISUAL IDEAS, CONCEPTS, AND INVENTIONS, WHETHER OR NOT ANY SUCH IDEA,
CONCEPT, OR INVENTION HAS BEEN FILED AS A PATENT APPLICATION OR SUBMITTED BY THE
INVENTOR(S) TO ANY ATTORNEY OR OTHER PERSON FOR EVALUATION AS TO PATENTABILITY,
(II) ANY PATENTS, PATENT APPLICATIONS, ANY PATENTS ISSUING THEREFROM WORLDWIDE,
AND ALL PROVISIONAL RIGHTS WITH RESPECT TO PATENT APPLICATIONS, (III) ANY
IMPROVEMENTS,
5
SUBSTITUTIONS, DIVISIONALS, PATENTS OF ADDITION, CONTINUATIONS,
CONTINUATIONS-IN-PART, REISSUES, RENEWALS, REGISTRATIONS, CONFIRMATIONS,
RE-EXAMINATIONS, EXTENSIONS, SUPPLEMENTARY PROTECTION CERTIFICATES, TERM
EXTENSIONS (UNDER APPLICABLE PATENT LAW OR REGULATION OR OTHER LAW OR
REGULATION), AND CERTIFICATES OF INVENTION OF ANY PATENTS OR PATENT
APPLICATIONS, AND (IV) ALL RIGHTS TO EXPLOIT ANY OF THE FOREGOING.
(DD)
THE TERM "PERSON" SHALL MEAN AN INDIVIDUAL,
CORPORATION, PARTNERSHIP, LIMITED PARTNERSHIP, LIMITED LIABILITY COMPANY,
UNINCORPORATED ASSOCIATION, TRUST, JOINT VENTURE, UNION OR OTHER ORGANIZATION OR
ENTITY, INCLUDING A GOVERNMENTAL AUTHORITY.
(EE)
"PMII FIELD KNOW-HOW" SHALL MEAN ANY KNOW-HOW
OWNED OR CONTROLLED BY PMII OR ANY PMII AFFILIATE THAT HAS APPLICATION IN THE
FIELD OF USE.
(FF)
"PMII PROPERTY" SHALL MEAN: (I) LICENSED IP;
AND (II) LICENSED MARKS.
(GG)
"PRELIMINARY DESIGN REVIEW" SHALL MEAN THE
SPECIFIC STAGE OF DEVELOPMENT OF THE DEVICE THAT IS DESCRIBED IN THE STATEMENT
OF WORK AS THE "PRELIMINARY DESIGN REVIEW".
ISRG SHALL INTERPRET THIS DEFINED
TERM IN THE CONTEXT OF THE DEVELOPMENT OF THE DEVICE IN THE SAME MANNER THAT IT
INTERPRETS THIS TERM IN THE CONTEXT OF ITS DEVELOPMENT OF OTHER PRODUCTS.
FOR
THE AVOIDANCE OF DOUBT, THE PARTIES AGREE THAT SUCCESSFUL COMPLETION OF A
PRELIMINARY