(a) Licensed Patents shall mean (i) all issued patents and patent applications set forth in Appendix A or claiming the Dipole Density Algorithm or any uses or other exploitations thereof, (ii) any and all divisions, continuations, continuations in part, continued prosecution applications, patents of addition or substitution of patents or patent applications described in clause (i), (iii) all foreign equivalents of the patents and applications described in clauses (i) or (ii), (iv) all patents issuing on any of the applications described in clauses (i), (ii) or (iii) anywhere in the world, together with all registrations, renewals, reissues, reexaminations or extensions of any kind with respect to any of the patents described in clauses (i), (i), (iii) or (iv).
(b) Licensed Technology shall mean Technology in the possessions control of LICENSOR that are reasonably necessary for the use or exploitation of the Licensed Patents in the Field. For the avoidance of doubt, Licensed Technology shall include any Technology owned or controlled by LICENSOR comprising of or relating to the Dipole Density Algorithm.
1.5 Net Sales shall mean the total amount actually received from third parties on sales of Products by LICENSEE, its Affiliates, or Sublicensees less the following reasonable and customary deductions: (i) all trade, cash and quantity credits, discounts, refunds or rebates; (ii) amounts for claims, allowances or credits for returns, retroactive price reductions, or chargebacks; and (iii) packaging, handling fees and prepaid freight, sales taxes, duties and other governmental charges (including value added tax). For clarity, Net Sales shall not include sales by LICENSEE to its Affiliates for resale provided that if LICENSEE sells Product to an Affiliate for resale, Net Sales shall include the amounts invoiced by such Affiliate to third parties on the resale of such Product.
1.6 Person shall mean any individual, corporation partnership association, joint-stock company, trust, unincorporated organization or government or political subdivision thereof.
1.7 Product shall mean any product the manufacture, sale, offer for sale, use or importation of which would, but for the license granted to LICENSEE herein, infringe a Valid Claim within the Licensed Patents in the country for which such product is intended for sale.
1.8 Sublicensee shall mean any Third Party to whom LICENSEE has granted the right to manufacture and sell Products, with respect to Products made and sold by such Third Party.
1.9 Technology shall mean technical information and materials comprising (i) ideas, discoveries, inventions or trade secrets, (ii) schematics, dimensions, drawings and related documentation and notes, (iii) research and development data, statistical analyses, analytical and quality control data and stability data, in each case together with supporting data, (iv) manufacturing information, methods, techniques, specifications, formulations, formulae and knowledge, and (v) research materials, reagents and compositions of matter (including samples of Products).