Initial Term has the meaning defined in Section 12.1(a).
Intellectual Property Rights means all and any intellectual property rights, including any copyrights, utility model rights, design rights, patent rights, trademark rights, topography rights, trade secret rights, know-how rights, rights in databases as well as any other proprietary rights, in all cases whether or not registered or registerable.
Joint Sphere of Commercialization means the Hong Kong Special Administrative Region of the Peoples Republic of China, as it exists on the Effective Date, excluding any and all other portions of China and excluding Taiwan. For clarity, references in the Agreement to country will be deemed to include this Hong Kong Special Administrative Region.
Lead Time means six (6) calendar weeks for the ACM Console Product and four (4) calendar weeks for any other ACM Product. In case of FCA (lncoterms 2020), the Lead Time will be calculated from the date of the respective Individual Purchase Order receipt by Acutus to the date the purchased ACM Products are ready to be picked up from the pick-up point designated by Acutus, provided that if the last day of the Lead Time is not a Business Day, the Lead Time will end on the following Business Day.
License and Distribution Agreement means the agreement titled License and Distribution Agreement, entered into between the Parties and VascoMed GmbH, having an effective date of June 28, 2019.
Manufacturer of Record shall mean the natural or legal person responsible for the design, manufacture, packaging and labelling of a medical device before it is placed on the market, regardless of whether these operations are carried out by that person or on his behalf by a Third Party.
Marketing Authorization Approval or MAA means, with respect to a product in any country or jurisdiction, any approval, registration, license, or authorization from a Regulatory Authority or other Governmental Authority in that country or jurisdiction that is necessary to offer for sale, market, and sell such product in such country or jurisdiction.
Misuse has the meaning set forth in Annex 5.12.
Net Proceeds means, with respect to a Change of Control of Acutus, the total aggregate amount of the purchase price paid by the Acquiring Party to, and actually received by, Acutus or its stockholders (in their capacity as stockholders of Acutus) from such Acquiring Party as consideration for the Change of Control of Acutus. For clarity, Net Proceeds includes cash; the value of marketable securities; the present value of loans by a Third Party to Acutus that are actually assumed by the Acquiring Party (to the extent the aggregate amount of such loans exceed the cash and cash equivalents of Acutus);
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